Sacoven PLC Proposed Cancellation of Admission & Notice of AGM (5006M)

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RNS Number : 5006M

Sacoven PLC

13 October 2016

SACOVEN PLC

(Incorporated in Jersey under the Companies (Jersey) Law 1991

(Company number 110296)

AIM Share code: SCN

JSE Share code: SCV

ISIN: JE00B7YH8W36

("Sacoven" or "the Company")

Proposed Cancellation of Admission to Trading on AIM and Delisting from the Alt-X

Proposed Redemption of Ordinary Shares

Notice of Annual General Meeting

Cautionary Announcement

The Company's shares were admitted to trading on AIM in June 2012, and were subsequently listed (with a secondary listing) on the Alternative Exchange market of the JSE in September 2014. During such time, the Company and its investment manager, Vasari Global Limited identified and investigated numerous potential opportunities, a number of which have resulted in further due diligence and detailed negotiations. However, unfortunately, in each case, the opportunities were either deemed unsuitable or agreement could not be reached with the principals of the relevant counterparties.

Whilst shareholders have approved the continuation of the Company's investment policy at past AGM's, the directors now consider, and have so resolved, that it is no longer desirable to make or otherwise pursue an acquisition in accordance with the Company's investment policy and do not propose seeking further approval at the AGM for the continuation of its investment policy. Instead, the Company has begun preparing for having the admission of the Company's shares to trading on AIM and AltX cancelled (the "Delisting") which will require the board to call a further general meeting of shareholders (the "EGM") to consider and, if thought fit, approve such Delisting. For the purposes of the AIM Rules for Companies, the resolution to approve the cancellation of the Company's admission to trading on AIM requires the approval of not less than 75 per cent. of the votes cast by shareholders (whether present in person or by proxy) at a general meeting held to consider the matter; whereas, for the purposes of a delisting from the Alt-X, the approval of a majority of the votes cast by shareholders (whether present in person or by proxy) is required.

Provided that shareholders representing the required majority vote in favour of the Delisting at the EGM, shareholders (other than Brunswood International Holdings Limited, the founder of the Company ("Brunswood")) will then be entitled to redeem their shares in the Company. It is anticipated that shareholders will be sent the required Redemption Notice setting out the information required by Article 5(4) of the Company's Articles ahead of the Company's AGM to which this notice relates and that any Delisting and associated redemption process would be completed during December 2016.

As previously noted, Brunswood has undertaken to the Company not to vote against any resolution concerning the Delisting nor to present a Redemption Notice in respect of its shares and not to apply for such shares to be redeemed as part of the redemption process. Shareholders should note, however, that if they fail to elect to redeem their shares in accordance with the requirements of the Redemption Notice they will lose the right to receive the Priority Redemption Sum (such term as set out in the Company's Admission Document dated 1 June 2012) and will only be entitled to receive a pro-rata entitlement to the assets that remain in the Company on winding up, along with Brunswood and any other shareholders that fail to redeem.

Following Delisting, the Company's shares will not be tradable on any publicly quoted market, although they will continue to be registered in CREST. As such, if a Shareholder does not redeem their shares as part of the redemption process, no guarantee can be given that, following Delisting, there will be a market for the shares or the ability of a shareholder to determine the market value of their investment in the Company at any given time.

Further details regarding the Delisting and redemption processes will be provided to shareholders in due course, and an indicative timetable of principal events is set out below. In the meantime, shareholders' attention is drawn to details regarding the redemption process as set out in the Company's Admission Document dated 1 June 2012.

Indicative timetable of principal events

 
 Publication of AGM Notice                  13 October 2016 
 Publication of EGM Notice               By 28 October 2016 
  (enclosing Redemption Notice) 
 AGM                                        31 October 2016 
 EGM                                       14 November 2016 
 Exchange rate to be announced             14 November 2016 
  (for the Alt-X purposes) 
 Last day of dealings of shares            22 November 2016 
  on AIM and the Alt-X 
 Cancellation of admission                 23 November 2016 
  to trading of shares on AIM 
 Suspension of trading of shares           23 November 2016 
  on the Alt-X 
 Redemption Date                           25 November 2016 
 Record Date for the termination           25 November 2016 
  of trading of shares on the 
  Alt-X 
 Payment of Redemption Price                9 December 2016 
 Termination of trading of         commencement of business 
  shares on the Alt-X                   on 10 December 2016 
 

Each of the times and dates in the above timetable is subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by announcement through a Regulatory Information Service. The timetable above assumes that the resolution(s) are passed at the EGM without adjournment.

Notice of 2016 Annual General Meeting

Separately, a notice of Annual General Meeting, to be held at 10.00a.m. (G.M.T) on 31 October 2016 at No. 2, The Forum, Grenville Street, St. Helier, Jersey JE1 4HH has today been posted on the Company's website. To be entitled to attend and vote at the October 2016 AGM, shareholders, or their agents, must be registered on the register of members of the Company at 6.00p.m. (B.S.T) on 28 October 2016. Whilst the Company does not propose seeking the consent of its shareholders at the AGM for the continuation of its investment policy, certain procedural matters are required to be considered at the AGM to ensure continuing compliance with, amongst other things, Jersey law and the Company's articles of association.

Shareholders are advised that the new developments stated above may have a material effect on the price of the company's securities. Accordingly, shareholders are advised to exercise caution when dealing in the company's securities until a full announcement regarding the Delisting and redemption process is published.

13 October 2016

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

 
 JSE Sponsor                 AIM Nominated Adviser and 
                              Broker 
 KPMG Services Proprietary   Liberum Capital Limited 
  Limited                     Clayton Bush Christopher 
                              Britton 
                              Tel: [phone] 
 

This information is provided by RNS

The company news service from the London Stock Exchange

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October 13, 2016 11:45 ET (15:45 GMT)