Sacoven PLC Notice of AGM (3141C)

TIDMSCN

RNS Number : 3141C

Sacoven PLC

15 October 2015

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")

Notice of Annual General Meeting, proposed extension of Investment Policy period and cautionary announcement

Sacoven today announces that, as an investing company or Special Purpose Acquisition Company, it does not expect to be in a position to complete an acquisition in terms of its investment policy by October 2015. Consequently, it intends to seek the consent of its shareholders at the annual general meeting of the Company (the "October 2015 AGM") to be held on 30 October 2015 for the continuation of its investment policy for an additional period commencing on the date of the October 2015 AGM and expiring on the date of the subsequent annual general meeting expected to be held in or around October 2016 ("the Investment Extension"). The rationale for seeking the Investment Extension is that Sacoven is currently in discussions with regard to the potential acquisition of a Fast Moving Consumer Goods business located in Africa, where such acquisition will only be capable of implementation during the first half of 2016.

Vasari Global Limited, the Company's Investment Adviser, has agreed to waive its rights during the Investment Extension to management fees of GBP450 000 per year, with effect from 1 November 2015, provided that the Investment Extension is approved by Shareholders at the October 2015 AGM. This transaction constitutes a related party transaction under the AIM Rules for Companies. The Directors (excluding Samuel Imerman and Hymie Levin, being those directors who are deemed to be connected with the Investment Adviser) consider, having consulted with Liberum, its nominated adviser, that the terms of the transaction are fair and reasonable in so far as its Shareholders are concerned.

A notice of Annual General Meeting to be held at 10.00 a.m. on 30 October 2015 at No. 2, The Forum, Grenville Street, St. Helier, Jersey JE1 4HH at which the Investment Extension (amongst other things) will be proposed, has today been posted on the Company's website (www.sacoven.com). To be entitled to attend and vote at the October 2015 AGM, shareholders, or their agents, must be registered on the register of members of the Company at 6.00 p.m. Greenwich Mean Time on 28 October 2015.

To date, the Company has received indications of support from legal and/or beneficial holders of shares in the Company to vote in favour of, amongst other things, the Investment Extension resolution in sufficient number so as to be able to pass such resolution. For the avoidance of doubt, Brunswood International Holdings Limited ("Brunswood"), the Company's largest shareholder, is not permitted to vote on the Investment Extension resolution.

It is noted that, should the Investment Extension resolution not be passed at the October 2015 AGM, the Board will be required to call a further general meeting of Shareholders and recommend that the Company cancels its admission to trading on AIM and the AltX (the "Delisting Meeting"). Conditional upon Shareholders voting in favour of the delisting at the Delisting Meeting, and save in certain limited circumstances, holders, other than Brunswood ("Shareholders"), of redeemable participating ordinary shares ("Shares") in the Company would then be entitled to redeem their Shares. It is anticipated that any redemption process would be completed by the end of December 2015 with an estimated Priority Redemption Sum being paid to Shareholders amounting to approximately 80 pence per Share.

Shareholders are advised to exercise caution in their dealings of Sacoven shares until a notice regarding an initial potential acquisition is published.

15 October 2015

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

This information is provided by RNS

The company news service from the London Stock Exchange

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October 15, 2015 02:00 ET (06:00 GMT)