SACOVEN PLC www.sacoven.com
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or the action you should take, you should immediately consult a person authorised for the purposes of the Financial Services and Markets Act 2000 (as amended) who specialises in advising on the acquisition of shares and other securities.To receive the Annual Report and Financial Statements for the year ended 31 March 2015;
To re-elect Mark Daniell as a director of the Company;
To re-appoint Grant Thornton Limited as auditor;
To authorise the directors to determine the remuneration of the auditor for the year ending 31 March 2016;
To approve the extension of the Company's investment policy for an additional period, effective from the date of the shareholder vote and expiring on the date of the subsequent annual general meeting of the Company expected to be held in or about October 2016;
THAT the Directors be generally and unconditionally authorised in accordance with Article 7 of the articles of association of the Company from time to time in force (the 'Articles') to exercise all the powers of the Company to allot relevant securities (as defined in the Articles) of the Company up to an aggregate nominal amount equal to the sum of the amounts specified in paragraphs (i) to (iv) below and for the purposes specified therein (the sum of such nominal amounts being the 'Allotment Amount', as defined in Article 7(a) of the Articles):
generally, for such purposes as the Directors may think fit, an aggregate nominal amount of up to £2,000;
where such securities have been offered by way of a pre-emptive issue (as defined in the Articles) up to a nominal amount equal to £2,000;
for the purposes of, or in connection with satisfying the rights of holders of warrants ('Warrants') to subscribe for redeemable participating ordinary shares of £0.001 each in the share capital of the Company or, immediately following the Redemption Date (as defined in the Articles) or following Completion of the Acquisition (as defined in the Articles), non-redeemable ordinary shares of £0.001 in the share capital of the Company ('Participating Shares'), on and subject to the terms and conditions of the warrant instrument adopted by the Company on 1 June 2012 (the 'Warrant Entitlements'), an aggregate nominal amount not exceeding the nominal value of such number of Participating Shares as the Company may be required to allot and issue to satisfy such Warrant Entitlements; and
for the purposes of, or in connection with, satisfying the rights of Brunswood International Holdings Limited ('Brunswood') to subscribe for Participating Shares in the Company, on and subject to the terms and conditions of the option agreement (the 'Brunswood Option Agreement') entered into on 1 June 2012 between the Company and Brunswood (the 'Brunswood Option Entitlement'), an aggregate nominal amount not exceeding £6,000,
provided always that:
the authorities conferred on the Directors under paragraphs (i) and (ii) above shall expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution;
the authority conferred upon the Directors under paragraph (iii) shall expire on the last business day of the month following the month in which Completion of the Acquisition occurs or, if earlier, at the conclusion of the next annual general meeting of the Company after the passing of this resolution; and
the authority conferred upon the Directors under paragraph (iv) shall expire on the date upon which Completion of the Acquisition occurs or, if earlier, at the conclusion of the next annual general meeting of the Company after the passing of this resolution, and
THAT, subject to the passing of resolution 6 above, the Directors be and they are hereby authorised pursuant to Article 9 of the Articles, to allot equity securities (as defined in the Articles) wholly for cash as if Article 8 of the Articles did not apply to any such allotment (and the sum of such authorities shall, for the purposes of Article 9(b) of the Articles comprise the Disapplication Amount) provided that such authority shall be limited:
generally and for such purposes as the Directors may think fit, to the allotment of equity securities wholly for cash, up to an aggregate nominal amount not exceeding
£600;
to the allotment of equity securities, up to an aggregate nominal amount not exceeding the nominal value of such number of Participating Shares as the Company may be required to allot and issue to satisfy the Warrant Entitlements, for the purposes of, or in connection with (to the extent such an allotment would otherwise be subject to the provisions of Article 8 of the Articles) satisfying such Warrant Entitlements; and
to the allotment of equity securities, up to an aggregate nominal amount not exceeding £6,000 for the purposes of, or in connection with (to the extent such an allotment would otherwise be subject to the provisions of Article 8 of the Articles) satisfying such Brunswood Option Entitlement,
provided always that:
the authority conferred on the Directors under paragraph (i) above shall expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution;
the authority conferred upon the Directors under paragraph (ii) shall expire on the last business day of the month following the month in which Completion of the Acquisition occurs or, if earlier, at the conclusion of the next annual general meeting of the Company after the passing of this resolution; and
and the authority conferred upon the Directors under paragraph (iii) shall expire on the date upon which Completion of the Acquisition occurs or, if earlier, at the conclusion of the next annual general meeting of the Company after the passing of this resolution, and
THAT, subject to and conditional upon the passing of resolution 5 above, the Articles be amended by:
the deletion of the definition of 'Abandonment Date' and the insertion with a new definition as follows:
''Abandonment Date' means the earlier of:
23.59:59 (UK time) on the date of the 2016 Annual General Meeting of the Company or, where the 2016
Annual General Meeting of the Company is adjourned,
23.59.59 (UK time) on the date of the adjourned meeting;
the date on which a resolution put to the members for a consent under any part of AIM Rule 8 is not passed;
the date that the Company will be obliged to delist from the AltX sector of JSE Limited; and
the date upon which the board resolves that it is no longer desirable to make the Acquisition;'; and
the deletion of Article 5 and the insertion of a new Article 5 as follows: '5. Limited right of redemption of ordinary shares
If Completion of the Acquisition has not taken place by the Abandonment Date, the board shall forthwith convene a general meeting of the Company in accordance with the provisions of these articles for the purposes of proposing resolutions to approve the making by the Company of applications to (i) London Stock Exchange plc pursuant to Rule 41 of the AIM Rules for the cancellation of trading on AIM; and (ii) JSE Limited for the cancellation of trading on the AltX Sector of JSE Limited, in each case of all of the ordinary shares (the De-Listing Resolutions).
Subject to the Law, and conditional upon each of the De-Listing Resolutions having been passed by the relevant majority required pursuant to the AIM Rules and the rules of the AltX Sector of JSE Limited, any holder of ordinary shares may thereafter request that (subject to the Law and this article 5) the Company redeem all (but not some only) of the ordinary shares held by that holder by serving notice on the Company (a Redemption Notice). A Redemption Notice may only be served on the Company in the manner specified in this article 5 or as the board may otherwise determine.
Within 14 clear days of the Abandonment Date, the board shall give notice to all holders of ordinary shares that, conditional only upon each of the De-Listing Resolutions having been passed by the relevant majority required pursuant to the AIM Rules and the rules of the AltX Sector of JSE Limited, the circumstances giving rise to the option for redemption of ordinary shares under this article 5 (Redemption) shall have arisen, and shall include with such notice a form of the Redemption Notice.
The Redemption Notice shall be in such form as the board may approve for such purpose and shall specify:
the Redemption Price per ordinary share, calculated in accordance with paragraph (5) below;
the estimated amount per share which the holder of an ordinary share would receive on a winding up of the Company if no ordinary shares of the Company are redeemed;
a date for redemption (the Redemption Date), being a business day falling no more than 28 clear days and no less than 14 clear days from the date that the Redemption Notice is deemed received by members in accordance with the provisions of these articles; and
such other matters as the board may, in their absolute discretion, think necessary or proper.
The Redemption Price per ordinary share shall be a sum equal to the lesser of:
the aggregate subscription price per ordinary share received by the Company in respect of the issue of ordinary shares at (or immediately following) Admission; less the cumulative amount per ordinary share of any value per ordinary share paid by the Company (whether in the form of cash or otherwise) and received by
(or issued to) holders of ordinary shares on or in respect of that holding including normal course and extraordinary dividends and consideration received by, or allotted or issued to, a holder of an ordinary share as a result of any disposal by the Company of any business, assets, shares or securities in the Company or any subsidiary; and
the net assets of the Company available for distribution to the members after discharge of all liabilities (other than in respect of any payments to members in respect of their shares) were the Company to be wound up on the Redemption Date divided by the number of ordinary shares in respect of which Redemption Notices have been served.
To effect the Redemption, a holder of certificated ordinary shares must deliver to the Company at the Company's registered office on or before 11 a.m. on the Redemption Date:
the Redemption Notice duly signed by the relevant holder, or his duly authorised agent (and, if the holder is a body corporate, either executed under its common seal or signed by an agent or officer authorised for that purpose); and
the certificate in respect of the ordinary share(s) (or if the share certificate is lost, stolen, mutilated, defaced or destroyed, on payment of such fee and on such terms (if any) as to evidence and indemnity and the payment of out-of-pocket expenses of the Company as may be applied in accordance with article 93 and such other evidence as the board may reasonably require to show the right of the holder to make the Redemption and receive the Redemption Price or for any other reasonable reason (Required Documents).
In respect of ordinary shares held in uncertificated form, redemption shall be effected if the Company or any sponsoring system participant acting on behalf of the Company receives:
a properly authenticated dematerialised instruction:
in the form from time to time prescribed by the directors and having the effect of a Redemption Notice determined by the directors from time to time (subject always, so far as the form and effect of the instruction is concerned, to the facilities and requirements of the relevant system in accordance with the Uncertificated Securities Order; and
that is addressed to the Company, is attributable to the system member who is the holder of the ordinary shares concerned and that specifies (in accordance with the form prescribed by the directors as aforesaid) the number of ordinary shares in respect of which redemption is to be effected,
provided always that:
(subject always to the facilities and requirements of the relevant system), the directors may in their discretion permit the holder of any ordinary shares in uncertificated form to redeem such shares by the such other means as the directors may approve; and
for the avoidance of doubt, the form of the properly authenticated dematerialised instruction as referred to above may be such as to divest the holder of the ordinary shares concerned of the power to transfer such ordinary shares to another person pending redemption.
Payment of the redemption monies due to be paid by the Company in respect of any ordinary shares held in uncertificated form and due to be redeemed on the Redemption Date and in respect of which a properly authenticated dematerialised instruction shall have been received in accordance with the foregoing shall be
made through the relevant system in accordance with the Uncertificated Securities Order or by such other means permitted by the directors.
The Redemption Price shall be paid:
in respect of each ordinary share that has been redeemed by the Company to the holder (or, in the case of joint holders, to any holder) within 10 Business Days of the Redemption Date.
in such of the following manners as is determined by the Directors:
by cheque dispatched at that person's risk;
by electronic transfer of funds to that person's account, details of which that person has communicated in writing to the Company; or
by any other means which that person has communicated in writing to the Company as being acceptable to it.
The redemption price of an ordinary share shall be paid only from the sources permitted by the Law.
Upon the Redemption of an ordinary share pursuant to these articles, the holder thereof shall cease to be entitled to any rights in respect of the same and, accordingly, his name shall be removed from the register with respect thereto and the relevant ordinary shares shall be cancelled.
The Company shall not make any distribution in return of capital at any time prior to completion of the Redemption on the Redemption Date.
Immediately following the Redemption Date (if applicable):
the right of redemption of ordinary shares pursuant to this article 5 shall lapse and each of the ordinary shares shall be a non-redeemable share and each such share shall be and be described for all purposes as an 'ordinary share' ranking pari passu in all respects with every other such ordinary share; and
the provisions of this article 5 shall cease to have any further effect.
Immediately following Completion of the Acquisition (if applicable):
the right of redemption of ordinary shares pursuant to this article 5 shall lapse and each of the ordinary shares shall be a non-redeemable share and each such share shall be and be described for all purposes as an 'ordinary share' ranking pari passu in all respects with every other such ordinary share; and
the provisions of this article 5 shall cease to have any further effect.'
up to an aggregate nominal amount of £4,000 being approximately two thirds of the Company's current issued ordinary share capital on 14 October 2015 (being the last practicable date prior to the publication of this document). If granted, such authority would expire at the end of the annual general meeting of the Company in 2016 unless, and to the extent that, such authority is revoked, varied, renewed or extended prior to such date. In accordance with the ABI's guidelines, one half of this amount (equal to one-third of the Company's issued ordinary share capital) will only be applied (if at all) to fully pre-emptive issues;
for the purposes of, or in connection with satisfying the rights of holders of Warrants from time to time to subscribe for Participating Shares in the Company, on and subject to the terms and conditions of the Warrant Instrument, an aggregate nominal amount not exceeding the nominal value of such number of Participating Shares as the Company may be required to allot and issue to satisfy such Warrant Entitlements. This will replace the authority granted to the Directors immediately prior to Admission and which will expire during the course of 2016; and
for the purposes of, or in connection with, satisfying the rights of Brunswood to subscribe for Participating Shares in the Company, on and subject to the terms and conditions of the Brunswood Option Agreement, an aggregate nominal amount not exceeding £6,000. Again, this will replace the authority granted to the Directors immediately prior to Admission and which will expire during the course of 2016.
in respect of the issue of equity securities for cash up to an aggregate nominal value of
£600 being approximately 10 per cent. of the Company's current issued ordinary share capital on 14 October 2015 (being the last practicable date prior to the publication of this document). If given, this power will expire at the same time as the authority referred to in resolution 6(a) unless, and to the extent that, such authority is revoked, varied, renewed or extended prior to such date. The Directors consider this power desirable due to the flexibility afforded by it. They have no present intention of issuing any equity securities pursuant to this disapplication;
for the purposes of, or in connection with satisfying the rights of holders of Warrants from time to time to subscribe for Participating Shares in the Company, on and subject to the terms and conditions of the Warrant Instrument. This will replace the existing disapplication passed immediately prior to Admission and which will expire during the course of 2016; and
for the purposes of, or in connection with, satisfying the rights of Brunswood to subscribe for Participating Shares in the Company, on and subject to the terms and conditions of the Brunswood Option Agreement. Again, this will replace the existing disapplication passed immediately prior to Admission and which will expire during the course of 2016.
A member entitled to attend and vote at this annual general meeting may appoint one or more proxies to attend, vote and speak in his place. A proxy need not be a member of the Company. To be valid, forms of proxy must be completed and sent to reach the Company at No. 2, The Forum, Grenville Street, St. Helier, Jersey, JE1 4HH (marked for the attention of the Company Secretary) or by electronic communication to SacovenAdministrator@Stonehage.com by 10.00a.m. on 28 October 2015. Completing and returning a form of proxy will not prevent a member from attending in person at the annual general meeting referred to above and voting should he or she so wish.
A quorum of two shareholders present in person or by proxy is required for the annual general meeting (unless each person is only entitled to attend because he is appointed a proxy of a shareholder in relation to the meeting, and they are proxies of the same member). If within fifteen minutes from the time fixed for holding a general meeting a quorum is not present, the meeting shall stand adjourned to the same day in the next week (or, if that day is a holiday, to the next working day) and at the same time and place as the original meeting or otherwise as the board may decide. If at an adjourned meeting a quorum is not present within fifteen minutes from the time fixed for holding the meeting, the meeting shall be dissolved.
To be entitled to attend and vote at the annual general meeting, shareholders must be registered on the register of members of the Company at 6.00p.m. on 28 October 2015 (or, in the event of any adjournment, on the date which is two days before the time of the adjourned meeting). Changes to entries on the relevant register of securities after the relevant deadline shall be disregarded in determining the rights of any person to attend or vote at the AGM.
This form of proxy is for use by Shareholders only.
If you desire to appoint a proxy other than the Chairman of the Meeting, please insert his/her name and address and delete 'the Chairman of the Meeting or'. Please initial all amendments. A proxy need not be a Shareholder.
You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, you must complete one proxy form for each proxy and state how many shares the proxy has voting rights over. Failure to specify the number of shares each proxy appointment relates to or specifying a number of shares in excess of those held by the member on the record date will result in the proxy appointments being invalid.
If the appointer is a corporation, this form must be executed under its Common Seal or under the hand of an agent or officer duly authorised in writing.
In the case of joint Shareholders, the signature of any one Shareholder will be sufficient, but the names of all the joint Shareholders should be stated. The signature of the first named on the register of the members of the Company will be accepted to the exclusion of the votes of other joint Shareholders.
To be valid, this form should reach the offices of the Company at No. 2 The Forum, Grenville Street, St. Helier, Jersey, JE1 4HH (marked for the attention of the Company Secretary) or by electronic communication to SacovenAdministrator@Stonehage.com by 10.00a.m. on 28 October 2015 together with, if appropriate, the authority under which it is signed or a notarially certified copy of that power or authority.
To change your proxy instructions submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also applies in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
The 'vote withheld' option is provided to enable you to abstain on any particular resolution however it should be noted that a 'vote withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'for' and 'against' a resolution.
If you do not give your proxy an indication of how to vote on any resolution, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the AGM.
Completion and return of this form of proxy will not prevent you from attending and voting at the AGM in person.
save that the Company may, in each case, before such expiry, make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities pursuant to any such offer or agreement as if the authority conferred hereby had not expired.
SPECIAL RESOLUTIONSsave that the Company may, in each case, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities pursuant to any such offer or agreement as if the authority conferred hereby had not expired.
The Company does not expect to be in a position to complete an Acquisition by October 2015. Consequently, it intends to seek the consent of its shareholders at the AGM for the continuation of its investment policy for an additional period commencing on the date of the AGM and expiring on the date of the 2016 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
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, the Company's nominated adviser, that the terms of the transaction are fair and reasonable in so far as the Company's shareholders are concerned.
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 (Resolution 5) 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 AGM, the Board will be required to call a further general meeting of shareholders and recommend that the Company is delisted from 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, shareholders (other than Brunswood) would then be entitled to redeem their shares in the Company. 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 redeeming shareholders amounting to approximately 80 pence per share.
Further details regarding the redemption process are set out in the Company's Admission Document dated 1 June 2012.
The Company is classified as an 'investing company' under the AIM Rules. Where an investing company has not substantially implemented its investing policy within 18 months of its admission to trading on AIM, it is required to seek the consent of its shareholders for its investing policy at each annual general meeting until such time that its investing policy has been substantially implemented.
At the Company's 2013 and 2014 AGM's, the Company's shareholders agreed to amend and extend the Company's investing policy. However, and as set out above, as the Company has not yet substantially implemented its Investment Policy, a resolution is being proposed at the 2015 AGM that the Company be empowered, subject to the requisite shareholder approval being obtained, to continue to pursue its Investment Policy (as set out on the Company's website at www.sacoven.com/overview) until the 2016 AGM.
The Company requires the flexibility to allot relevant securities from time to time. Accordingly, this resolution seeks to grant the Directors authority to allot relevant securities:
This resolution seeks to disapply the pre-emption rights provisions of the Articles of Association:
The extension of the Company's Investment Policy and the continuation of the preferential redemption arrangements require that the Company amends its existing Articles of Association, the details of which are described above, such that minority shareholders will continue to benefit from the preferential arrangements that would operate upon the redemption of ordinary shares for a further year.
In doing so, the definition of 'Abandonment Date' has been amended to include an additional limb (limb (iii)) which relates to the Company's secondary listing on the AltX sector of the Johannesburg Stock Exchange (the 'JSE'). Under the rules of the JSE, if the Company has not implemented its Investment Policy (or otherwise 'completed an Acquisition of Viable Assets')
by September 2016 (being 24 months after its secondary listing on the JSE), then subject to any extension granted by the JSE, the Company will be obliged to delist from the AltX. In connection with this, certain other consequential amendments are being proposed to be made to Articles 5 (primarily Articles 5.1 to 5.3) of the Articles of Association to provide that, if the Company has not implemented its Investment Policy by the Abandonment Date, shareholder approval will be required for the delisting of the Company's shares from both AIM and the JSE prior to undertaking the share redemption process highlighted in the Company's Admission Document and further detailed in the Articles of Association.
15 October 2015
No. 2, The Forum Grenville Street, St. Helier Jersey JE1 4HH
Channel Islands
NOTES:
FORM OF PROXY
SACOVEN PLCI/We ..…………………………………………..………. being a Shareholder of the Company, HEREBY APPOINT the Chairman of the meeting or ………………….…………………(see note 2) of
…………………………………………. or failing him ……………………………..…………….. of
……………………………………………… to act as my/our proxy to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at No. 2, The Forum, Grenville Street, St. Helier, Jersey JE1 4HH on 30 October, 2015 at 10.00a.m. ('the AGM') and any adjournment thereof on the resolutions set out below or otherwise as he shall think fit.
The Chairman of the meeting, or the proxy named above if applicable, may exercise voting rights over
…………………… shares.
Signed: ............................................................................ Dated: ........................................
Telephone number:
Cellphone number (if applicable): E-mail address:
Please indicate by placing 'X' in the space below how you wish your votes to be cast in respect of each resolution.
ORDINARY RESOLUTION | FOR | AGAINST | WITHHELD | |
1. | To receive the Annual Report and Financial Statements for the year ended 31 March 2015. | |||
2. | To re-elect Mark Daniell as a director of the Company. | |||
3. | To re-appoint Grant Thornton Limited as auditor. | |||
4. | To authorise the directors to determine the remuneration of the auditor for the year ending 31 March 2016. | |||
5. | To approve the extension of the Company's investment policy. | |||
6. | To authorise the Directors to allot ordinary shares. | |||
7. | To disapply pre-emption rights provisions of the Articles of Association. | |||
8. | To amend the Articles of Association. | |||
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