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

Release Date: 15/10/2015 08:00
Code(s): SCV     PDF:  
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Notice of Annual General Meeting, proposed extension of Investment Policy period and cautionary announcement

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 £450 000 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 Limited   Liberum Capital Limited
                                    Clayton Bush and Christopher Britton
                                    Tel: 020 3100 2000

Date: 15/10/2015 08:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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