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Cancellation of shares,Notice of EGM, Redemption of ordinary shares 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”)
Posting of Notice of Extraordinary General Meeting in connection with the Proposed
Cancellation of Admission to Trading on AIM and Delisting from the Alt-X and Proposed
Redemption of Ordinary Shares and
Cautionary Announcement
The Company is pleased to confirm that, further to the Company’s announcement of 13 October 2016, it
has today published a circular in connection with (i) the proposed cancellation of the Company’s Ordinary
Shares to trading on AIM and delisting of such shares from the Alt-X (the “Delisting”) and (ii) the
proposed redemption of the Company’s Ordinary Shares. The Circular is available on the Company's
website at www.sacoven.com. The Circular incorporates a notice convening an Extraordinary General
Meeting of the Company to be held at the registered office of the Company, No. 2, The Forum, Grenville
Street, St. Helier, Jersey JE1 4HH at 10.00a.m. UK time (12.00p.m. SA time) on 23 November 2016.
Copies of the Circular, together with Forms of Proxy for use in connection with the Extraordinary General
Meeting and Redemption Notices for use in connection with the Redemption process, have today been
posted to Shareholders.
An updated indicative timetable of principal events is set out below.
All terms in this announcement have the meaning given to them in the Circular unless otherwise defined
herein.
1 Introduction
On 13 October 2016, the Company announced that the Directors had resolved it was no longer desirable
to make or otherwise pursue an acquisition in accordance with the Company’s investment policy and, as
such, did not propose seeking further approval at the AGM for the continuation of its investment policy. As
a consequence, it is proposed that the admission of the Ordinary Shares to trading on AIM is cancelled
and such shares are delisted from the Alt-X and the Ordinary Shares be redeemed by the Company.
2 Background to the Cancellation and Redemption
The Company’s shares were admitted to trading on AIM in June 2012, and were subsequently listed (with
a secondary listing) on the Alt-X 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,
on 13 October 2016 the Directors resolved that it is no longer desirable to make or otherwise pursue an
acquisition in accordance with the Company’s investment policy. That board resolution, in accordance
with the Articles, triggered the requirement for the Board to convene a general meeting of the Company
for the purpose of seeking approval for the Cancellation, following which the Company intends to
implement the redemption of its Ordinary Shares.
3 Process for Cancellation
At the EGM, resolutions will be proposed regarding the cancellation of the Ordinary Shares from
admission to trading on AIM and delisting of the Ordinary Shares from the Alt-X. The AIM Resolution must
be approved by not less than 75 per cent. of votes cast by Shareholders at the EGM (whether present in
person or by proxy) and the JSE Resolution must be approved by more than 50 per cent. of the votes
cast by all Shareholders at the EGM (whether present in person or represented by proxy), excluding
Brunswood, its associates and any party acting in concert with it.
Each Resolution is conditional on the passing of the other. If the Resolutions are passed, cancellation of
the Ordinary Shares from trading on AIM will be effective at 8.00a.m. UK time (10.00a.m. SA time) on 2
December 2016. In addition, trading in the Ordinary Shares on the Alt-X will be suspended at 7.00a.m.
UK time (9.00a.m. SA time) on 1 December 2016 with delisting of the Ordinary Shares from the Alt-X
taking place on 20 December 2016.
The delisting of the Ordinary Shares from the Alt-X is also subject to the successful
implementation of the Redemption. If the Redemption becomes void or is terminated, the Ordinary
Shares will remain listed on the Alt-X. The delisting application has been approved by the South
African Reserve Bank.
Following Cancellation, the Company’s shares will not be listed on any publicly quoted market,
although they will continue to be registered in CREST. As such, if a Shareholder does not serve a
Redemption Notice or submit a USE Instruction to enable the Company to redeem their Ordinary
Shares as part of the Redemption process, no guarantee can be given that, following Cancellation,
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.
4 Redemption
Conditional on the passing of the Resolutions, the Company is proposing to redeem Ordinary Shares held
by Shareholders on the Redemption Date at a price per Ordinary Share of 75.4035 pence. A Shareholder
may only apply to have the Company redeem all (and not some only) of the Ordinary Shares registered in
their name. The Redemption is made on the terms and subject to the conditions set out in the Circular.
As previously noted, Brunswood has undertaken to the Company not to vote against the Resolutions nor
to present a Redemption Notice in respect of its Ordinary Shares so as to ensure that any monies that
would otherwise be payable to Brunswood were it to redeem its Ordinary Shares are otherwise available
to be shared between those Shareholders who redeem their Ordinary Shares and which reflects the
intention of the Company at the time of its admission to trading on AIM that Brunswood suffer the “first
loss” on a winding up of the Company.
Set out below is a breakdown of the changes to the Company’s cash and cash equivalents balance since
31 March 2016 (being the date to which the Company’s last annual report and accounts was made up)
and indicating how the Redemption Price has been calculated:
Cash and cash equivalents as at 31 March 2016 £2,534,325
Receipts £3,280
Expenses £(139,320)
Expected cash and cash equivalents balance on the £2,398,285
Redemption Date
Further expenses to be incurred (net of anticipated receipts) £(136,179)
Amount available for the purposes of the Redemption £2,262,106
Number of Ordinary Shares entitled to participate in the 3,000,000
Redemption1
Redemption Price 75.4035 pence
(unaudited)
Following completion of the Redemption and payment to Shareholders of monies due to them following
the redemption of their Ordinary Shares, it is proposed that the approval of Shareholders be sought to
wind up the Company by way of a summary winding up conducted by the Directors pursuant to Part 21 of
the Companies (Jersey) Law 1991.
Shareholders who hold their Ordinary Shares as nominee for more than one underlying beneficial
owner should note that they may only apply to redeem all (and not some only) of the Ordinary
Shares registered in their name. As such, to the extent that a nominee received conflicting
instructions from the relevant underlying beneficial owners on whose behalf they hold such
Ordinary Shares, arrangements will need to be made to split such holding in order that application
to redeem the relevant number of Ordinary Shares can be submitted by no later than 1.00p.m. UK
time (3.00p.m. SA time) on 5 December 2016.
Shareholders should be aware that if they fail to apply to have the Company redeem their Ordinary
Shares in accordance with the terms and conditions set out in the Circular and otherwise on the
Redemption Notice, they will lose the right to receive the Redemption Price and will only be
entitled to receive a pro-rata entitlement to the assets that remain in the Company on winding up.
Those remaining assets will be shared pro rata between Brunswood and any other Shareholders
that have chosen not to have their Ordinary Shares redeemed (or have otherwise failed to submit
a valid Redemption Notice or USE Instruction).
A breakdown of the Company’s cash and cash equivalents balance, and the calculation of the
Redemption Price is set out in paragraph 4 above. The estimated amount per Ordinary Share
which a Shareholder would receive on a winding up of the Company if no Ordinary Shares are
redeemed is c. 38 pence.
Assuming, by way of example, that eligible Shareholders holding 90 per cent. (in number) of the
Ordinary Shares eligible to be redeemed apply to have the Company redeem their Ordinary
Shares, the amount per Ordinary Share which the remaining Shareholders (including Brunswood)
would receive is estimated to be c. 7 pence.
5 General Meeting
To be effective, the AIM Resolution requires the approval of not less than 75 per cent. of votes cast by
Shareholders at the EGM (whether present in person or by proxy) and the JSE Resolution requires the
approval of more than 50 per cent. of the votes cast by all Shareholders at the EGM (whether present in
person or represented by proxy), excluding Brunswood, its associates and any party acting in concert
1
This represents the entire issued Ordinary Share capital of the Company, less such number of Ordinary
Shares held by Brunswood who have undertaken to the Company not to present a Redemption Notice in respect of
its Ordinary Shares.
with it. Each Resolution is conditional on the passing of the other and, as such, if one of the Resolutions
is not approved, the Company will not proceed with the Cancellation or the Redemption.
6 Recommendation
The Directors consider that the Cancellation is in the best interests of the Company and its Independent
Shareholders as a whole and unanimously recommend that they vote in favour of the Resolutions to be
proposed at the EGM.
The Directors are making no recommendation to Shareholders in relation to participation in the
Redemption itself. Whether or not Shareholders decide to have the Company redeem their Ordinary
Shares will depend, amongst other things, on their own individual circumstances. Shareholders are
recommended to consult their duly independent advisers in making their own decision.
However the Directors note that if Shareholders fail to apply to have the Company redeem their
Ordinary Shares in accordance with the terms and conditions set out in Part II of the Circular and
otherwise on the Redemption Notice, they will lose the right to receive the Redemption Price and
will only be entitled to receive a pro-rata entitlement to the assets that remain in the Company on
winding up. Those remaining assets will be shared pro rata between Brunswood and any other
Shareholders that have chosen not to have their Ordinary Shares redeemed (or have otherwise
failed to submit a valid Redemption Notice or USE Instruction). The estimated amount per
Ordinary Share which a Shareholder would receive on a winding up of the Company if no Ordinary
Shares are redeemed is 38 pence.
Expected Timetable of Principal Events
Announcement of proposed Cancellation/Redemption 13 October 2016
EGM Notice and Redemption Notice sent to Shareholders 7 November 2016
Latest time and date for receipt of forms of proxy for the EGM 10.00a.m. UK time (12.00p.m. SA
time) on 21 November 2016
EGM 10.00a.m. UK time (12.00p.m. SA
time) on 23 November 2016
Exchange rate to be announced 29 November 2016
Last day of dealing of Ordinary Shares on the Alt-X 29 November 20162
Suspension of trading on the Alt-X 7.00a.m. UK time (9.00a.m. SA time)
on 30 November 2016
Last day of dealing of Ordinary Shares on AIM 1 December 2016
Cancellation of admission to trading on AIM and record date 8.00a.m. UK time (10.00a.m. SA time)
for the termination of trading on the Alt-X on 2 December 2016
Latest time and date for receipt of Redemption Notices, USE 1.00p.m. UK time (3.00p.m. SA time)
Instructions from CREST Shareholders and elections from on 5 December 2016
CSDPs or brokers on behalf of Strate Shareholders
Redemption Date 5 December 2016
Cheques despatched for certificated Ordinary Shares by no later than 19 December 2016
redeemed pursuant to the Redemption and payment through
CREST for uncertificated Ordinary Shares redeemed pursuant
to the Redemption
Termination of trading on the Alt-X 7.00a.m. UK time (9.00a.m. SA time)
on 20 December 2016
2Shareholders should note that following this time, transfers of Ordinary Shares between the Company’s
register of members and the register maintained to facilitate the transfer of Ordinary Shares on the Alt-X
market will no longer be possible
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 Resolutions are passed at the
EGM without adjournment.
7 November 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
Date: 07/11/2016 04:00:00 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
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