SANDOWN CAPITAL LIMITED - Withdrawal of demand for a special meeting of shareholders

Release Date: 02/08/2018 12:15
Code(s): SDC
Wrap Text
Withdrawal of demand for a special meeting of shareholders

(Incorporated in South Africa)
(Registration number 2000/013674/06)
Share code: SDC ISIN: ZAE000249645
("Sandown Capital" or "the Company")


Shareholders are referred to the announcement issued on SENS on 24 July 2018 in which
shareholders were advised that Sandown Capital had received correspondence from a shareholder
holding at least 10% of the voting rights of the issues share capital of the Company, requiring the
board to call a shareholders meeting in terms of clause 5.2.3 of the Company's Memorandum of
Incorporation as read with section 61(3) of the Companies Act 71 of 2008, to consider various
resolutions for purposes of, inter alia, reconstituting the board ("the demand").

Post discussions with the shareholder that issued the demand, the demand has been withdrawn.
Accordingly, the proposed shareholders meeting will no longer be convened.

Sandown Capital is an investment holding company that was set up to create long-term value for
shareholders through targeting selected investment opportunities. Its aim has been to capitalise on its
status as a permanent capital vehicle by patiently seeking out a small number of private equity type
investment opportunities which are capable, over time, of producing compound annual growth in
excess of its minimum targeted return of 15% per annum.

Whilst the current board of Sandown Capital has full confidence in the aforesaid strategy over time, to
date the illiquid nature of the strategy has not found favour with the market and certain shareholders
and the share price has traded at a significant discount to its net asset value since listing.
Notwithstanding that the board also believes that current market sentiment in relation to permanent
capital vehicles is cyclical and may be temporary and that Sandown Capital's market rating is in line
with other similar listed companies, the board has resolved to take actions aimed at narrowing the
discount to its net asset value in the short term.

In light of this, and following the aforementioned discussions, the board has agreed to change its
composition, to no longer seek out illiquid investment opportunities, to retain its current listed and
liquid investments and, subject to the extent necessary, securing shareholders' approval, to modify the
Company's investment policy. A new investment strategy predicated on more liquid opportunities
will be communicated to shareholders in due course.

In light of this, the board also intends to seek the renegotiation of the terms and/or cancellation of the
existing investment advisory agreement (subject to compliance with the appropriate corporate
governance processes) to better align it with the revised strategy. It is envisaged that these measures
will contribute to narrowing the discount to net asset value.

Sandown will make announcements regarding proposed changes to the board of directors prior to the
AGM which is scheduled on 5 September 2018.

2 August 2018

Java Capital

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