Sacoven PLC Notice of AGM (3141C)
2015年10月15日 - 3:00PM
RNSを含む英国規制内ニュース (英語)
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RNS Number : 3141C
Sacoven PLC
15 October 2015
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 GBP450 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 Liberum Capital Limited
Limited Clayton Bush and Christopher
Britton
Tel: 020 3100 2000
This information is provided by RNS
The company news service from the London Stock Exchange
END
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October 15, 2015 02:00 ET (06:00 GMT)
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