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Circular to shareholders and notice of 2014 annual general meeting
SACOVEN PLC
(Incorporated in Jersey under the Companies (Jersey) Law 1991
(Company number 110296)
AIM Share code: SCN
JSE Share code: SCV
ISIN: JE00B7YH8W36
(“the Company”)
CIRCULAR TO SHAREHOLDERS AND NOTICE OF 2014 ANNUAL GENERAL MEETING
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt
about the contents of this document or the action you should take, you should immediately
consult a person authorised for the purposes of the Financial Services and Markets Act 2000
(as amended) who specialises in advising on the acquisition of shares and other securities.
If you have sold or transferred all of your ordinary shares in Sacoven PLC please forward
this document and the accompanying form of proxy to the purchaser or transferee or to
the stockbroker, bank or other agent through whom the sale or transfer was effected, for
transmission to the purchaser or transferee. If you have sold or transferred part of your
holding of ordinary shares in Sacoven PLC, please contact your stockbroker, bank or other
agent as soon as possible.
Sacoven Plc has a primary listing on the Alternative Investment Market of the London
Stock Exchange and a secondary listing on the AltX of the Johannesburg Stock Exchange.
SACOVEN PLC
(Incorporated in Jersey under the Companies (Jersey) Law 1991
(Company number 110296)
AIM Share code: SCN
JSE Share code: SCV
ISIN: JE00B7YH8W36
(“the Company”)
CIRCULAR TO SHAREHOLDERS AND
NOTICE OF 2014 ANNUAL GENERAL MEETING
NOTICE is hereby given in accordance with Article 87(2) of the Companies (Jersey) Law 1991,
as amended, and article 34 of the articles of association of the Company that the second annual
general meeting of the shareholders of the Company will be held at the registered office of the
Company, No. 2, The Forum, Grenville Street, St. Helier, Jersey JE1 4HH on 29 October 2014 at
10:00 a.m. to consider and if thought fit, pass the following resolutions. Resolutions 1 to 7
(inclusive) are proposed as ordinary resolutions and resolutions 8 and 9 are proposed as special
resolutions.
ORDINARY RESOLUTIONS
1. To receive the Annual Report and Financial Statements for the year ended 31 March
2014;
2. To re-elect Hymie Levin as a director of the Company;
3. To re-elect Samuel Imerman as a director of the Company;
4. To re-appoint Grant Thornton Limited as auditor;
5. To authorise the directors to determine the remuneration of the auditor for the year
ending 31 March 2015;
6. To approve the extension of the Company’s investment policy for an additional year,
effective from the date of the shareholder vote;
7. THAT the Directors be generally and unconditionally authorised in accordance with
Article 7 of the articles of association of the Company from time to time in force (the
“Articles”) to exercise all the powers of the Company to allot relevant securities (as
defined in the Articles) of the Company up to an aggregate nominal amount equal to the
sum of the amounts specified in paragraphs (i) to (iv) below and for the purposes specified
therein (the sum of such nominal amounts being the “Allotment Amount”, as defined in
Article 7(a) of the Articles):
(i) generally, for such purposes as the Directors may think fit, an aggregate nominal
amount of up to £2,000;
(ii) where such securities have been offered by way of a pre-emptive issue (as defined in
the Articles) up to a nominal amount equal to £2,000;
(iii) for the purposes of, or in connection with satisfying the rights of holders of warrants
(“Warrants”) to subscribe for redeemable participating ordinary shares of £0.001
each in the share capital of the Company or, immediately following the Redemption
Date (as defined in the Articles) or following Completion of the Acquisition (as
defined in the Articles), non-redeemable ordinary shares of £0.001 in the share capital
of the Company (“Participating Shares”), on and subject to the terms and conditions
of the warrant instrument adopted by the Company on 1 June 2012 (the “Warrant
Entitlements”), an aggregate nominal amount not exceeding the nominal value of
such number of Participating Shares as the Company may be required to allot and
issue to satisfy such Warrant Entitlements; and
(iv) for the purposes of, or in connection with, satisfying the rights of Brunswood
International Holdings Limited (“Brunswood”) to subscribe for Participating Shares
in the Company, on and subject to the terms and conditions of the option agreement
(the “Brunswood Option Agreement”) entered into on 1 June 2012 between the
Company and Brunswood (the “Brunswood Option Entitlement”), an aggregate
nominal amount not exceeding £6,000,
provided always that:
a. the authorities conferred on the Directors under paragraphs (i) and (ii) above shall
expire at the conclusion of the next annual general meeting of the Company after the
passing of this resolution;
b. the authority conferred upon the Directors under paragraph (iii) shall expire on the
last business day of the month following the month in which Completion of the
Acquisition occurs or, if earlier, at the conclusion of the next annual general meeting
of the Company after the passing of this resolution; and
c. the authority conferred upon the Directors under paragraph (iv) shall expire on the
date upon which Completion of the Acquisition occurs or, if earlier, at the conclusion
of the next annual general meeting of the Company after the passing of this resolution,
and
save that the Company may, in each case, before such expiry, make an offer or
agreement which would or might require relevant securities to be allotted after such
expiry and the Directors may allot relevant securities pursuant to any such offer or
agreement as if the authority conferred hereby had not expired.
SPECIAL RESOLUTIONS
8. THAT, subject to the passing of resolution 7 above, the Directors be and they are hereby
authorised pursuant to Article 9 of the Articles, to allot equity securities (as defined in the
Articles) wholly for cash as if Article 8 of the Articles did not apply to any such allotment
(and the sum of such authorities shall, for the purposes of Article 9(b) of the Articles
comprise the Disapplication Amount) provided that such authority shall be limited:
(i) generally and for such purposes as the Directors may think fit, to the allotment of
equity securities wholly for cash, up to an aggregate nominal amount not exceeding
£600;
(ii) to the allotment of equity securities, up to an aggregate nominal amount not exceeding
the nominal value of such number of Participating Shares as the Company may be
required to allot and issue to satisfy the Warrant Entitlements, for the purposes of, or
in connection with (to the extent such an allotment would otherwise be subject to the
provisions of Article 8 of the Articles) satisfying such Warrant Entitlements; and
(iii) to the allotment of equity securities, up to an aggregate nominal amount not exceeding
£6,000 for the purposes of, or in connection with (to the extent such an allotment
would otherwise be subject to the provisions of Article 8 of the Articles) satisfying
such Brunswood Option Entitlement,
provided always that:
a. the authority conferred on the Directors under paragraph (i) above shall expire at the
conclusion of the next annual general meeting of the Company after the passing of
this resolution;
b. the authority conferred upon the Directors under paragraph (ii) shall expire on the last
business day of the month following the month in which Completion of the
Acquisition occurs or, if earlier, at the conclusion of the next annual general meeting
of the Company after the passing of this resolution; and
c. and the authority conferred upon the Directors under paragraph (iii) shall expire on
the date upon which Completion of the Acquisition occurs or, if earlier, at the
conclusion of the next annual general meeting of the Company after the passing of
this resolution, and
save that the Company may, in each case, before such expiry, make an offer or
agreement which would or might require equity securities to be allotted after such
expiry and the Directors may allot equity securities pursuant to any such offer or
agreement as if the authority conferred hereby had not expired.
9. THAT, subject to and conditional upon the passing of resolution 6 above, the Articles
be amended by the deletion of the definition of “Abandonment Date” and the insertion
with a new definition as follows:
““Abandonment Date” means the earlier of:
(i) 23.59:59 (UK time) on the date of the 2015 Annual
General Meeting of the Company or, where the 2015
Annual General Meeting of the Company is adjourned,
23.59.59 (UK time) on the date of the adjourned meeting;
(ii) the date on which a resolution put to the members for a
consent under any part of AIM Rule 8 is not passed; and
(iii) the date upon which the board resolves that it is no longer
desirable to make the Acquisition;”
Explanation of certain of the business to be considered at the AGM
Resolution 6
The Company is classified as an “investing company” under the AIM Rules. Where an investing
company has not substantially implemented its investing policy within 18 months of its admission
to trading on AIM, it is required to seek the consent of its shareholders for its investing policy at
each annual general meeting until such time that its investing policy has been substantially
implemented.
At the Company’s 2013 AGM, the Company’s shareholders agreed to amend and extend the
Company’s investing policy. However, as the Company has not yet substantially implemented its
Investment Policy, a resolution is being proposed at the 2014 AGM that the Company be
empowered, subject to the requisite shareholder approval being obtained, to continue to pursue
its Investment Policy (as set out on the Company’s website at www.sacoven.com/overview) until
the 2015 AGM.
Resolution 7
The Company requires the flexibility to allot relevant securities from time to time. Accordingly,
this resolution seeks to grant the Directors authority to allot relevant securities:
(a) up to an aggregate nominal amount of £4,000 being approximately two thirds of the
Company’s current issued ordinary share capital on 10 October 2014 (being the last
practicable date prior to the publication of this document). If granted, such authority would
expire at the end of the annual general meeting of the Company in 2015 unless, and to the
extent that, such authority is revoked, varied, renewed or extended prior to such date. In
accordance with the ABI’s guidelines, one half of this amount (equal to one-third of the
Company’s issued ordinary share capital) will only be applied (if at all) to fully pre-emptive
rights issues;
(b) for the purposes of, or in connection with satisfying the rights of holders of Warrants from
time to time to subscribe for Participating Shares in the Company, on and subject to the
terms and conditions of the Warrant Instrument, an aggregate nominal amount not
exceeding the nominal value of such number of Participating Shares as the Company may
be required to allot and issue to satisfy such Warrant Entitlements. This will replace the
authority granted to the Directors immediately prior to Admission and which will expire
during the course of 2015; and
(c) for the purposes of, or in connection with, satisfying the rights of Brunswood to subscribe
for Participating Shares in the Company, on and subject to the terms and conditions of the
Brunswood Option Agreement, an aggregate nominal amount not exceeding £6,000.
Again, this will replace the authority granted to the Directors immediately prior to
Admission and which will expire during the course of 2015.
Resolution 8
This resolution seeks to disapply the pre-emption rights provisions of the Articles:
(a) in respect of the issue of equity securities for cash up to an aggregate nominal value of
£600 being approximately 10 per cent. of the Company’s current issued ordinary share
capital on 10 October 2014 (being the last practicable date prior to the publication of this
document). If given, this power will expire at the same time as the authority referred to in
resolution 7(a) unless, and to the extent that, such authority is revoked, varied, renewed or
extended prior to such date. The Directors consider this power desirable due to the
flexibility afforded by it. They have no present intention of issuing any equity securities
pursuant to this disapplication;
(b) for the purposes of, or in connection with satisfying the rights of holders of Warrants from
time to time to subscribe for Participating Shares in the Company, on and subject to the
terms and conditions of the Warrant Instrument. This will replace the existing
disapplication passed immediately prior to Admission and which will expire during the
course of 2015; and
(c) for the purposes of, or in connection with, satisfying the rights of Brunswood to subscribe
for Participating Shares in the Company, on and subject to the terms and conditions of the
Brunswood Option Agreement. Again, this will replace the existing disapplication passed
immediately prior to Admission and which will expire during the course of 2015.
Resolution 9
The extension of the Company’s Investment Policy and the continuation of the preferential
redemption arrangements require that the Company amends its existing Articles of Association,
the details of which are described above, such that minority shareholders will continue to benefit
from the preferential arrangements that would operate upon the redemption of ordinary shares
for a further year.
BY ORDER OF THE BOARD
Mark Daniell
Chairman
13 October 2014
Registered Office
No. 2, The Forum
Grenville Street, St. Helier
Jersey JE1 4HH
Channel Islands
JSE Sponsor AIM Nomad and Broker
KPMG Services Proprietary Limited Liberum Capital Limited
Chris Bowman & Christopher Britton
Tel: +44 (0)20 3100 2000
NOTES:
1. A member entitled to attend and vote at this annual general meeting may appoint one or more proxies to attend,
vote and speak in his place. A proxy need not be a member of the Company. To be valid, forms of proxy must be
completed and sent to reach the Company at No. 2, The Forum, Grenville Street, St. Helier, Jersey, JE1 4HH (marked
for the attention of the Company Secretary) or by electronic communication to
SacovenAdministrator@Stonehage.com by 10.00 a.m. on 27 October 2014. Completing and returning a form of
proxy will not prevent a member from attending in person at the annual general meeting referred to above and voting
should he or she so wish.
2. A quorum of two shareholders present in person or by proxy is required for the annual general meeting (unless
each person is only entitled to attend because he is appointed a proxy of a shareholder in relation to the meeting, and
they are proxies of the same member). If within fifteen minutes from the time fixed for holding a general meeting a
quorum is not present, the meeting shall stand adjourned to the same day in the next week (or, if that day is a holiday,
to the next working day) and at the same time and place as the original meeting or as the board may decide. If at an
adjourned meeting a quorum is not present within fifteen minutes from the time fixed for holding the meeting, the
meeting shall be dissolved.
FORM OF PROXY
SACOVEN PLC
FOR USE AT THE ANNUAL GENERAL MEETING OF THE COMPANY
I/We ..…………………………………………..………. being a Shareholder of the Company, HEREBY
APPOINT the Chairman of the meeting or ………………….…………………(see note 2) of
…………………………………………. or failing him ……………………………..…………….. of
……………………………………………… to act as my/our proxy to vote for me/us on my/our behalf
at the Annual General Meeting of the Company to be held at No. 2, The Forum, Grenville Street, St. Helier,
Jersey JE1 4HH on 29 October, 2014 at 10:00 a.m. ("the AGM") and any adjournment thereof on the
resolutions set out below or otherwise as he shall think fit.
The Chairman of the meeting, or the proxy named above if applicable, may exercise voting rights over
…………………… shares.
Signed: ............................................................................ Dated: ........................................
Telephone number:
Cellphone number (if applicable):
E-mail address:
Please indicate by placing “X” in the space below how you wish your votes to be cast in respect of each
resolution.
ORDINARY RESOLUTION FOR AGAINST WITHHELD
1. To receive the Annual Report and Financial
Statements for the year ended 31 March 2014.
2. To re-elect Hymie Levin as a director of the
Company.
3. To re-elect Sam Imerman as a director of the
Company.
4. To re-appoint Grant Thornton Limited as auditor.
5. To authorise the directors to determine the
remuneration of the auditor for the year ending 31
March 2015.
6. To approve the extension of the Company’s
investment policy.
7. To authorise the Directors to allot ordinary shares.
8. To disapply pre-emption rights.
9. To amend the Articles of Association.
1. This form of proxy is for use by Shareholders only.
2. If you desire to appoint a proxy other than the Chairman of the Meeting, please insert his/her
name and address and delete "the Chairman of the Meeting or". Please initial all amendments. A
proxy need not be a Shareholder.
3. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached
to different shares. You may not appoint more than one proxy to exercise rights attached to any
one share. To appoint more than one proxy, you must complete one proxy form for each proxy
and state how many shares the proxy has voting rights over. Failure to specify the number of shares
each proxy appointment relates to or specifying a number of shares in excess of those held by the
member on the record date will result in the proxy appointments being invalid.
4. If the appointer is a corporation, this form must be executed under its Common Seal or under the
hand of an agent or officer duly authorised in writing.
5. In the case of joint Shareholders, the signature of any one Shareholder will be sufficient, but the
names of all the joint Shareholders should be stated. The signature of the first named on the
register of the members of the Company will be accepted to the exclusion of the votes of other
joint Shareholders.
6. To be valid, this form should reach the offices of the Company at No. 2 The Forum, Grenville
Street, St. Helier, Jersey, JE1 4HH (marked for the attention of the Company Secretary) or by
electronic communication to SacovenAdministrator@Stonehage.com by 10:00 p.m. on 27
October, 2014 together with, if appropriate, the authority under which it is signed or a notarially
certified copy of that power or authority.
7. To change your proxy instructions submit a new proxy appointment using the methods set out
above. Note that the cut-off time for receipt of proxy appointments (see above) also applies in
relation to amended instructions; any amended proxy appointment received after the relevant cut-
off time will be disregarded. If you submit more than one valid proxy appointment, the
appointment received last before the latest time for the receipt of proxies will take precedence.
8. The ‘vote withheld’ option is provided to enable you to abstain on any particular resolution
however it should be noted that a ‘vote withheld’ is not a vote in law and will not be counted in
the calculation of the proportion of the votes ‘for’ and ‘against’ a resolution.
9. If you do not give your proxy an indication of how to vote on any resolution, your proxy will vote
or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he
or she thinks fit in relation to any other matter which is put before the AGM.
10. Completion and return of this form of proxy will not prevent you from attending and voting at the
AGM in person.
Date: 13/10/2014 09:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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