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Abridged pre-listing statement
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”)
ABRIDGED PRE-LISTING STATEMENT
This abridged pre-listing statement is neither an invitation to the public to subscribe for, nor an
offer to purchase, the redeemable participating ordinary shares of £0.001 each in the share
capital of Sacoven (“Shares”), but is issued in compliance with the Listings Requirements of the
JSE Limited (“JSE”) (“JSE Listings Requirements”), for the purpose of providing information to
the public with regards to Sacoven ahead of its proposed listing in the Alternative Exchange of
the JSE (“AltX”).
The JSE has granted Sacoven a secondary listing, by way of introduction, as a Special Purpose
Acquisition Company (“SPAC”) in the Speciality Finance of the AltX, under the abbreviated
name “Sacoven”, share code SCV and ISIN JE00B7YH8W36, with effect from the
commencement of trade on Friday, 12 September 2014 (“Listing”).
Sacoven currently has a primary listing on the AIM Market of the London Stock Exchange
(“AIM”) as an Investing Company under Rule 8 of the AIM Rules.
This abridged pre-listing statement contains the salient features of the Company and the Listing
and as such is not intended to be comprehensive. For a full appreciation of the Company and
the Listing, the pre-listing statement issued on Friday, 5 September 2014 (the “Pre-listing
Statement”), which is available on Sacoven’s website (www.sacoven.com), should be read in its
entirety.
As at the date of Listing, the authorised share capital of the Company will comprise of 2 non-
redeemable ordinary shares of £1 each (“Founder Shares”), issued to Brunswood International
Holdings Limited (“the Founder”) and which are subject to the restrictions detailed in the Pre-
listing Statement and 59 999 998 Shares of £0.001 each.
The issued share capital of the Company will comprise of 2 Founder Shares and 6 000 001
Shares with a nominal value of £0.001 each. All of the Shares in terms of the Pre-listing
Statement rank pari passu in respect of all rights. At 30 September 2013, the share premium
account had a balance of £4 910 690.
1. INTRODUCTION TO SACOVEN
Sacoven was incorporated as a private company on 16 March 2012 in Jersey, Channel Islands.
The Company was re-registered from a private to a public company and adopted new articles of
association (“Articles”) on 17 May 2012.
Sacoven qualified for a listing as a company which has as its primary business or objective the
investing of its funds in securities, businesses or assets (“Investing Company”) on the AIM on 8
June 2012 (“Admission”) after raising gross proceeds amounting to £6 million from selected
investors, including the Founder which holds just over 50 per cent. of the Shares as well as the
Founder Shares.
2. OVERVIEW OF SACOVEN
Sacoven is a holding company formed to acquire at least one company, business or group of
businesses or asset/s in either the natural resources or the consumer goods sectors in Europe
and emerging markets, including Africa (“Acquisitions”). The Acquisitions will be concluded in
accordance with Sacoven’s investment policy (“Investment Policy”), further details of which are
set out in paragraph 6 below.
Sacoven has outsourced most of its operating functions to Vasari Global Limited (“Investment
Advisor”). The Investment Advisor is tasked with the identification and assessment of
investment opportunities, as well as the structuring and execution of any resultant Acquisitions.
Details of the Investment Advisor are set out in paragraph 4 below.
The directors of Sacoven (“Board” or “Directors”) believe that the Company is well placed to
compete for any potential Acquisitions, given the knowledge, experience and reputation of the
directors, employees and/or independent consultants of the Investment Advisor (“Investment
Team”) and its ability to structure Acquisitions innovatively and efficiently for both the Company
and the vendors of the Acquisition.
The Board is responsible for the Company’s objectives and business strategy and its overall
supervision.
3. KEY STRENGTHS
Sacoven’s key strengths include the following:
- The Investment Advisor, through the Investment Team, has extensive experience and
knowledge of investments, in particular, in the consumer goods and natural resources
sector;
- Sacoven has a broad investment strategy with regards to choices of jurisdiction for potential
Acquisitions; and
- Africa’s consumer-facing industries are expected to grow significantly over the forthcoming
years.
4. INVESTMENT ADVISOR
The Investment Advisor is an international private wealth, multi-asset investment advisory firm
and its Investment Team has experience of owning and growing companies across a variety of
sectors in Europe, Asia, Africa and South America. The Investment Team is led by Vivian
Imerman.
The Investment Advisor’s primary sector focus is the branded fast moving consumer goods
market and has extensive experience in Africa, and elsewhere, and a flexible investment
approach. . The Investment Team of the Investment Advisor has been involved with investing in,
and growing significantly, various companies including, inter alia, Whyte & Mackay, Del Monte
Group and Del Monte Pacific Limited.
The Company and the Investment Advisor have entered into an investment advisory agreement
(“Investment Advisory Agreement”) in terms of which the Investment Advisor will provide the
following services to Sacoven:
- identifying, procuring, researching, analysing and evaluating potential investment
opportunities for Sacoven;
- assisting with the due diligence in respect of the potential Acquisition targets identified; and
- assessing the Company’s funding requirements.
Any investment or acquisition opportunities that are identified by the Investment Advisor and
whose enterprise value is between £200 million and £500 million must, in terms of the
Investment Advisory Agreement, first be offered to Sacoven.
5. BOARD OF DIRECTORS
The Board currently comprises five non-executive Directors of whom three are Independent.
Other Directors may be appointed from time to time, where such appointments are considered
necessary to strengthen the Board. The non-executive Directors will provide an independent
evaluation of the investment opportunities recommended by the Investment Advisor.
The Directors of the Company are as follows:
Name Age Role
Mark Haynes Daniell 59 Independent non-executive Chairman
Samuel Imerman 88 Non-executive Director
Hymie Reuvin Levin 69 Non-executive Director
Ian Christopher Crosby 52 Independent non-executive Director
Niall Iain McCallum 51 Independent non-executive Director
The business address of each of the directors is No.2, The Forum, Grenville Street, St. Helier,
Jersey JE1 4HH. All of the directors were appointed to the Board with effect from 1 June 2012.
6. INVESTMENT POLICY
Below is an overview of the Investment Policy:
Acquisition strategy: Acquisition of a company, business, group of businesses or assets
Sector focus: The natural resources and the consumer goods sectors
Geographical focus: Europe and the emerging markets, primarily Africa, including South
Africa
Type of investment: Full ownership, however will consider acquiring an economic interest
constituting less than 100%, where it is likely to give the Board
sufficient influence
Consideration: Issue of shares or cash (utilising capital reserves and/or debt funding)
Investment Size: The Acquisition is expected to have an enterprise value of between
£200 million and £500 million, although a smaller or larger Acquisition
may be considered, and is expected to be of such a nature that it will
qualify Sacoven for a Main Board listing on the JSE
Investment timeline: One year from 15 October 2013 (“Acquisition Extension Period”),
unless consent of the shareholders of Sacoven, other than the
Founder (“Minority Shareholders”), at a general meeting held on or
about October 2014 (“Second Extension Meeting”), being the expiry of
the Acquisition Extension Period, is received for the continuation of
the Investment Policy for an additional year (“Second Acquisition
Extension Period”).
The Founder and Minority Shareholders, representing 54.8 per cent.
of the total Shares held by Minority Shareholders (“Relevant
Minorities”), have signed undertakings in terms of which, if the
Acquisition has not been completed prior to the time stipulated for the
Second Extension Meeting, the Second Extension Meeting will be
held, at which:
- The Founder and the Relevant Minorities will support the passing
of a special resolution to amend the Articles to enable the
Company to extend the redemption process for the Second
Acquisition Extension Period, until a further general meeting held
on or about October 2015 (“Third Extension Meeting”), being the
expiry of the Second Acquisition Extension Period. This will have
the effect of facilitating the continuation of a preferential situation
for the Minority Shareholders, in terms of which, the Minority
Shareholders are entitled to redeem their Shares in the event that
an Acquisition is not implemented during the Second Acquisition
Extension Period and a decision is taken by the Minority
Shareholders, at the Third Extension Meeting, not to continue with
the Investment Policy of the Company. The value at which the
Minority Shareholders will redeem their Shares will be equivalent
to the underlying remaining net asset value of the Company, at the
date of the Third Extension Meeting, up to a maximum of the
original issue price of each of the Shares, being £1 per share; and
- the Relevant Minorities will support the continuation of the
Investment Policy of the Company for a further year until the Third
Extension Period.
To the extent that Minority Shareholders vote to continue the
Investment Policy of the Company at the Third Extension Meeting, the
Company will continue to be admitted to trading on AIM as an
Investing Company for the purposes of AIM Rule 8 and shall be
required to seek the consent of its Minority Shareholders for its
Investment Policy on an annual basis until its Investment Policy has
been substantially implemented.
In terms of the JSE Listings Requirements, if the Company has not
completed an acquisition of assets which will enable Sacoven to
qualify for a listing other than as a SPAC on the JSE (“Viable Assets”)
by September 2016, twenty four months after the Listing, the
Company will be obliged to delist from the AltX, subject to any
extension granted by the JSE. Paragraph 1.14 of the JSE Listings
Requirements requires that the Company make an offer to the South
African shareholders in the event that the Company delists from the
AltX regardless of whether or not the Company remains listed on the
AIM. Any such offer to the South African shareholders will need to be
made in accordance with the provisions of paragraph 1.14 of the JSE
Listings Requirements and the Company will be required to send a
circular to the South African shareholders setting out the following:
- the reasons for the delisting;
- the terms and conditions of the offer to the South
African shareholders; and
- a statement by the Board, which must be supported
by a fairness opinion from an independent expert
acceptable to the JSE, confirming that the offer is
fair to the South African shareholders.
The Company has undertaken not to seek the approval of the Minority
Shareholders for the Company to continue with its Investment Policy
at the Third Extension Meeting unless the Articles are amended to
provide for an offer, in compliance with the requirements of 1.14 of the
JSE Listings Requirements, to be made to the South African
shareholders in the event of the Company delisting from the AltX, but
remaining listed on the AIM.
7. ACQUISITION
7.1. JSE APPROVAL PROCESS
In terms of paragraph 4.35 of the JSE Listings Requirements, the acquisition of Viable Assets,
must be approved by a majority of disinterested Directors and the majority of the Shareholders
at a general meeting.
For JSE purposes, subsequent to the completion of the Acquisition, Sacoven will need to either:
- meet the criteria for a primary listing on the Main Board or alternatively the AltX; or
- should Sacoven wish to retain its secondary listing on the JSE, achieve a subscribed capital
of R500 million due to the fact that the London Stock Exchange, including the AIM, is no
longer a member of the World Federation of Exchanges.
Once admitted to the List of the JSE, Sacoven will be subject to the JSE Listings Requirements
as an issuer in all respects. If following the completion of an Acquisition, Sacoven fails to meet
the criteria for either a primary or a secondary listing on either the Main Board or the AltX,
Sacoven will be delisted by the JSE.
7.2. AIM APPROVAL PROCESS
In terms of Rule 14 of the AIM Rules, any acquisition or acquisitions in a twelve month period
which would be regarded as a reverse takeover for the purposes of AIM Rule 14 having regard
to Note 5.5 of the AIM Note for Investing Companies (“AIM Reverse Takeover”) must be
approved by Shareholders at a general meeting.
Once Shareholders have approved the AIM Reverse Takeover, trading in the Shares on the
AIM will be cancelled and the enlarged Company will need to apply for admission of its Shares
to AIM as if it were applying for an admission for the first time.
8. DIVIDEND POLICY
The Company is at an early stage of its commercial development and the Directors do not
intend approving the payment of dividends by the Company before any Acquisition is made.
Once and Acquisition has been made, the Directors will review this policy based upon the
performance of the Company following such Acquisition.
9. PURPOSE OF THE LISTING ON THE JSE
Sacoven wishes to obtain a secondary listing as a SPAC on the AltX in order to take advantage
of potential investor demand from local South African investors for international assets and,
particularly, for high growth assets in emerging markets, including Africa.
Sacoven intends to secondary list on the AltX of the JSE by Introduction and will not raise any
additional funds in conjunction with the Listing. Sacoven will look to raise further funds from new
and existing Shareholders once an Acquisition has been identified and the terms of the
Acquisition agreed.
The JSE has confirmed that for purposes of Sacoven’s proposed secondary listing as a SPAC
on the AltX, its current compliance with the AIM Rules relating to Investing Companies will be
acceptable to the JSE, subject to the undertakings and/or protections afforded by the AIM Rules
and the Articles that are either equivalent or similar to the protections afforded by the JSE
Listings Requirements relating to SPAC’s being disclosed in the Pre-listing Statement.
10. DATES AND TIMES
2014
Abridged pre-listing statement published on SENS on Friday, 5 September
Pre-listing Statement made electronically available to Friday, 5 September
Shareholders on the Company’s website (www.sacoven.com)
Listing of Sacoven as a SPAC on the AltX at commencement of Friday, 12 September
trade on
Notes:
(1) The above dates are subject to change. Any change will be announced on SENS.
11. COPIES OF THE PRE-LISTING STATEMENT
Copies of the Pre-listing Statement may be obtained in English only, during business hours on
business days from Friday, 5 September 2014 for a period of 14 Business Days from the offices
of:
- Sacoven: No 2, The Forum, Grenville Street, St Helier, Jersey, JE1 4HH
- KPMG Services Proprietary Limited: 85 Empire Road, Parktown, 2193
- Computershare Investor Services (Jersey) Limited: Queensway House, Hilgrove Street, St.
Helier, Jersey JE1 1ES
- Computershare Investor Services Proprietary Limited: Ground Floor, 70 Marshall Street,
Johannesburg, 2001
5 September 2014
JSE Sponsor Investment Advisor
KPMG Services Proprietary Limited Vasari Global Limited
South African Attorneys AIM Nomad and Broker
HR Levin Attorneys, Notaries and Liberum Capital Limited
Conveyancers Chris Bowman & Christopher Britton
Tel: +44 (0)20 3100 2000
Date: 05/09/2014 10:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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