Masawara Plc Clarification re. Masawara Share Conversion Offer (2609C)

TIDMMASA

RNS Number : 2609C

Masawara Plc

18 January 2018

18 January 2018

Masawara Plc

("Masawara", the "Company" or the "Group")

Clarification re. Masawara Share Conversion Offer

Further to the Circular posted to shareholders on 9 January 2018, a clarification to the section of the Circular entitled "Procedure for converting your Ordinary Shares into Preference Shares", required for those shareholders that hold their Ordinary Shares in CREST and wish to accept the Masawara Share Conversion Offer, will today be posted to shareholders in the form of an addendum to the Circular (the "Addendum"), and includes the following information:

   --      an ISIN number for the Preference Shares; and 
   --      the correct Receiving Agent's participant ID. 

The full "Procedure for converting your Ordinary Shares into Preference Shares" section, as included in the Addendum, is set out below, and the Addendum will also be available to view today on the Company's website at www.masawara.com. Capitalised terms used but not defined in this announcement shall have the same meaning as set out in the Circular.

Procedure for converting your Ordinary Shares into Preference Shares

Shareholders who hold their Ordinary Shares in certificated form (that is, not in CREST) or uncertificated form will be able to accept the Masawara Share Conversion Offer at the question and answer forum to be held at Norton Rose Fulbright LLP, 3 More London Riverside, London SE1 2AQ on 23 January 2018, and will be required to bring a completed Form of Acceptance and their share certificate(s). Alternatively, Shareholders who hold their Ordinary Shares in certificated form may elect to deliver a completed Form of Acceptance and their Ordinary Shares share certificates to Computershare Investor Services, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by no later than 24 January 2018. The conversion of an accepting Shareholder's Ordinary Shares into Preference Shares will take effect on the passing of Resolutions 1 to 5 at the General Meeting. The ISIN number for the Preference Shares is JE00BFFXYG25.

Shareholders who hold their Ordinary Shares in CREST (and who wish to accept the Masawara Share Conversion Offer) will receive their Preference Shares in CREST (the Company proposes to provide a CREST facility for the Preference Shares). However, Shareholders who receive their Preference Shares in CREST may subsequently elect to receive share certificates in respect of such Preference Shares by inputting a stock withdrawal through the CREST system in the usual manner.

Shareholders who are CREST sponsored members should refer to their CREST sponsor before taking any action. The CREST sponsor will be able to send the TTE Instruction to Euroclear in relation to the Ordinary Shares which the Shareholder wishes to convert into Preference Shares.

Shareholders who hold their Ordinary Shares in CREST should send (or, if a Shareholder is a CREST sponsored member, procure that their CREST sponsor sends) a TTE Instruction to Euroclear, which must be properly authenticated in accordance with Euroclear's specification and which must contain the following details:

   --      the ISIN number for the Ordinary Shares, this is JE00B42XFD25 
   --      the number of Ordinary Shares to be converted and transferred to an escrow balance; 
   --      the Shareholder's member account ID; 
   --      the Shareholder's participant ID; 
   --      the Receiving Agent's participant ID - 3RA13 

-- the Receiving Agent's member account ID, specific to the Masawara Share Conversion Offer, being MASCON02;

-- the Corporate Action Number for the Masawara Share conversion Offer - this is allocated by Euroclear UK & Ireland Limited and can be found by viewing the relevant corporate action details in CREST; and

-- the intended settlement date for the transfer to escrow. This should be as soon as possible and in any event by no later than 1.00 p.m. on 24 January 2018; and

   --      input with standard delivery instruction priority of 90. 

After receipt of the TTE Instruction, Shareholders will not be able to access the Ordinary Shares opted for conversion in CREST for any transaction or for charging purposes, notwithstanding that they will be held in escrow. If Resolutions 1 to 5 are passed at the General Meeting, the Ordinary Shares opted for conversion will be converted into Preference Shares.

The conversion of Ordinary Shares pursuant to the Masawara Share Conversion Offer will become effective upon the passing of Resolutions 1 to 5 at the General Meeting.

Contact details

Masawara Plc

(Masawara Zimbabwe (Private) Limited, the Company's Investment Advisor in Zimbabwe)

Osbourne Majuru/Munashe Nyengerai

[phone]

Cenkos Securities plc (Nominated adviser and broker)

Nicholas Wells/Elizabeth Bowman/Harry Hargreaves

[phone]

Expected Timetable of Principal Events

 
 Notice of Intention to delist from AIM                 9 January 2018 
  announced 
 Publication of the Circular                            9 January 2018 
 Shareholder Question and Answer Forum at      5.00 p.m. on 23 January 
  Norton Rose Fulbright LLP                                       2018 
 Latest time and date for receipt of Form     11.00 a.m. on 24 January 
  of Proxy                                                        2018 
 Latest time and date for receipt of Form      1.00 p.m. on 24 January 
  of Acceptance if proposing to accept the                        2018 
  Masawara Share Conversion Offer 
 General Meeting                              11.00 a.m. on 26 January 
                                                                  2018 
 Announcement of results of General Meeting            29 January 2018 
  (latest by) 
 Latest time and date for receipt of Form      1.00 p.m. on 5 February 
  of Acceptance if proposing to accept the                        2018 
  Oxford Cash Offer only 
 Last day of dealings in Ordinary Shares               6 February 2018 
  on AIM 
 Admission cancelled                           7.00 a.m. on 7 February 
                                                                  2018 
 

The above times are to London (GMT) times. 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 of the London Stock Exchange.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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January 18, 2018 05:20 ET (10:20 GMT)