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SACOVEN PLC - Cancellation of shares, Redemption of Ordinary shares, Notice of AGM and Cautionary Announcement

Release Date: 13/10/2016 17:45
Code(s): SCV     PDF:  
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Cancellation of shares, Redemption of Ordinary shares, Notice of AGM 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”)


   Proposed Cancellation of Admission to Trading on AIM and Delisting from the Alt-X
                      Proposed Redemption of Ordinary Shares
                          Notice of Annual General Meeting
                              Cautionary Announcement

The Company’s shares were admitted to trading on AIM in June 2012, and were subsequently listed (with
a secondary listing) on the Alternative Exchange market of the JSE in September 2014. During such time,
the Company and its investment manager, Vasari Global Limited identified and investigated numerous
potential opportunities, a number of which have resulted in further due diligence and detailed
negotiations. However, unfortunately, in each case, the opportunities were either deemed unsuitable or
agreement could not be reached with the principals of the relevant counterparties.

Whilst shareholders have approved the continuation of the Company’s investment policy at past AGM’s,
the directors now consider, and have so resolved, that it is no longer desirable to make or otherwise
pursue an acquisition in accordance with the Company’s investment policy and do not propose seeking
further approval at the AGM for the continuation of its investment policy. Instead, the Company has begun
preparing for having the admission of the Company’s shares to trading on AIM and AltX cancelled (the
“Delisting”) which will require the board to call a further general meeting of shareholders (the “EGM”) to
consider and, if thought fit, approve such Delisting. For the purposes of the AIM Rules for Companies, the
resolution to approve the cancellation of the Company’s admission to trading on AIM requires the
approval of not less than 75 per cent. of the votes cast by shareholders (whether present in person or by
proxy) at a general meeting held to consider the matter; whereas, for the purposes of a delisting from the
Alt-X, the approval of a majority of the votes cast by shareholders (whether present in person or by proxy)
is required.

Provided that shareholders representing the required majority vote in favour of the Delisting at the EGM,
shareholders (other than Brunswood International Holdings Limited, the founder of the Company
(“Brunswood”)) will then be entitled to redeem their shares in the Company. It is anticipated that
shareholders will be sent the required Redemption Notice setting out the information required by Article
5(4) of the Company’s Articles ahead of the Company’s AGM to which this notice relates and that any
Delisting and associated redemption process would be completed during December 2016.

As previously noted, Brunswood has undertaken to the Company not to vote against any resolution
concerning the Delisting nor to present a Redemption Notice in respect of its shares and not to apply for
such shares to be redeemed as part of the redemption process. Shareholders should note, however, that
if they fail to elect to redeem their shares in accordance with the requirements of the Redemption Notice
they will lose the right to receive the Priority Redemption Sum (such term as set out in the Company’s
Admission Document dated 1 June 2012) and will only be entitled to receive a pro-rata entitlement to the
assets that remain in the Company on winding up, along with Brunswood and any other shareholders that
fail to redeem.

Following Delisting, the Company’s shares will not be tradable on any publicly quoted market, although
they will continue to be registered in CREST. As such, if a Shareholder does not redeem their shares as
part of the redemption process, no guarantee can be given that, following Delisting, there will be a market
for the shares or the ability of a shareholder to determine the market value of their investment in the
Company at any given time.

Further details regarding the Delisting and redemption processes will be provided to shareholders in due
course, and an indicative timetable of principal events is set out below. In the meantime, shareholders’
attention is drawn to details regarding the redemption process as set out in the Company’s Admission
Document dated 1 June 2012.

Indicative timetable of principal events

Publication of AGM Notice                                                               13 October 2016
Publication of EGM Notice (enclosing Redemption Notice)                              By 28 October 2016
AGM                                                                                     31 October 2016
EGM                                                                                   14 November 2016
Exchange rate to be announced (for the Alt-X purposes)                                14 November 2016
Last day of dealings of shares on AIM and the Alt-X                                   22 November 2016
Cancellation of admission to trading of shares on AIM                                 23 November 2016
Suspension of trading of shares on the Alt-X                                          23 November 2016
Redemption Date                                                                       25 November 2016
Record Date for the termination of trading of shares on the                           25 November 2016
Alt-X
Payment of Redemption Price                                                        9 December 2016
Termination of trading of shares on the Alt-X                         commencement of business on 10
                                                                                     December 2016

Each of the times and dates in the above timetable is subject to change. 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. The timetable above assumes that the resolution(s) are passed at the
EGM without adjournment.



Notice of 2016 Annual General Meeting

Separately, a notice of Annual General Meeting, to be held at 10.00a.m. (G.M.T) on 31 October 2016 at
No. 2, The Forum, Grenville Street, St. Helier, Jersey JE1 4HH has today been posted on the Company’s
website. To be entitled to attend and vote at the October 2016 AGM, shareholders, or their agents, must
be registered on the register of members of the Company at 6.00p.m. (B.S.T) on 28 October 2016. Whilst
the Company does not propose seeking the consent of its shareholders at the AGM for the continuation
of its investment policy, certain procedural matters are required to be considered at the AGM to ensure
continuing compliance with, amongst other things, Jersey law and the Company’s articles of association.

Shareholders are advised that the new developments stated above may have a material effect on the
price of the company’s securities. Accordingly, shareholders are advised to exercise caution when
dealing in the company’s securities until a full announcement regarding the Delisting and redemption
process is published.

13 October 2016



The information contained within this announcement is deemed to constitute inside information as
stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this
announcement, this inside information is now considered to be in the public domain.


JSE Sponsor                         AIM Nominated Adviser and Broker
KPMG Services Proprietary Limited   Liberum Capital Limited
                                    Clayton Bush Christopher Britton
                                    Tel: 020 3100 2000

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