TIDMSCN
RNS Number : 9450Q
Sacoven PLC
05 September 2014
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")
ABRIDGED PRE-LISTING STATEMENT
This abridged pre-listing statement is neither an invitation to
the public to subscribe for, nor an offer to purchase, the
redeemable participating ordinary shares of GBP0.001 each in the
share capital of Sacoven ("Shares"), but is issued in compliance
with the Listings Requirements of the JSE Limited ("JSE") ("JSE
Listings Requirements"), for the purpose of providing information
to the public with regards to Sacoven ahead of its proposed listing
in the Alternative Exchange of the JSE ("AltX").
The JSE has granted Sacoven a secondary listing, by way of
introduction, as a Special Purpose Acquisition Company ("SPAC") in
the Speciality Finance of the AltX, under the abbreviated name
"Sacoven", share code SCV and ISIN JE00B7YH8W36, with effect from
the commencement of trade on Friday, 12 September 2014
("Listing").
Sacoven currently has a primary listing on the AIM Market of the
London Stock Exchange ("AIM") as an Investing Company under Rule 8
of the AIM Rules.
This abridged pre-listing statement contains the salient
features of the Company and the Listing and as such is not intended
to be comprehensive. For a full appreciation of the Company and the
Listing, the pre-listing statement issued on Friday, 5 September
2014 (the "Pre-listing Statement"), which is available on Sacoven's
website (www.sacoven.com), should be read in its entirety.
As at the date of Listing, the authorised share capital of the
Company will comprise of 2 non-redeemable ordinary shares of GBP1
each ("Founder Shares"), issued to Brunswood International Holdings
Limited ("the Founder") and which are subject to the restrictions
detailed in the Pre-listing Statement and 59 999 998 Shares of
GBP0.001 each.
The issued share capital of the Company will comprise of 2
Founder Shares and 6 000 001 Shares with a nominal value of
GBP0.001 each. All of the Shares in terms of the Pre-listing
Statement rank pari passu in respect of all rights. At 30 September
2013, the share premium account had a balance of GBP4 910 690.
1. INTRODUCTION TO SACOVEN
Sacoven was incorporated as a private company on 16 March 2012
in Jersey, Channel Islands. The Company was re-registered from a
private to a public company and adopted new articles of association
("Articles") on 17 May 2012.
Sacoven qualified for a listing as a company which has as its
primary business or objective the investing of its funds in
securities, businesses or assets ("Investing Company") on the AIM
on 8 June 2012 ("Admission") after raising gross proceeds amounting
to GBP6 million from selected investors, including the Founder
which holds just over 50 per cent. of the Shares as well as the
Founder Shares.
2. OVERVIEW OF SACOVEN
Sacoven is a holding company formed to acquire at least one
company, business or group of businesses or asset/s in either the
natural resources or the consumer goods sectors in Europe and
emerging markets, including Africa ("Acquisitions"). The
Acquisitions will be concluded in accordance with Sacoven's
investment policy ("Investment Policy"), further details of which
are set out in paragraph 6 below.
Sacoven has outsourced most of its operating functions to Vasari
Global Limited ("Investment Advisor"). The Investment Advisor is
tasked with the identification and assessment of investment
opportunities, as well as the structuring and execution of any
resultant Acquisitions. Details of the Investment Advisor are set
out in paragraph 4 below.
The directors of Sacoven ("Board" or "Directors") believe that
the Company is well placed to compete for any potential
Acquisitions, given the knowledge, experience and reputation of the
directors, employees and/or independent consultants of the
Investment Advisor ("Investment Team") and its ability to structure
Acquisitions innovatively and efficiently for both the Company and
the vendors of the Acquisition.
The Board is responsible for the Company's objectives and
business strategy and its overall supervision.
3. KEY STRENGTHS
Sacoven's key strengths include the following:
-- The Investment Advisor, through the Investment Team, has
extensive experience and knowledge of investments, in particular,
in the consumer goods and natural resources sector;
-- Sacoven has a broad investment strategy with regards to choices of jurisdiction for potential Acquisitions; and
-- Africa's consumer-facing industries are expected to grow
significantly over the forthcoming years.
4. INVESTMENT ADVISOR
The Investment Advisor is an international private wealth,
multi-asset investment advisory firm and its Investment Team has
experience of owning and growing companies across a variety of
sectors in Europe, Asia, Africa and South America. The Investment
Team is led by Vivian Imerman.
The Investment Advisor's primary sector focus is the branded
fast moving consumer goods market and has extensive experience in
Africa, and elsewhere, and a flexible investment approach. . The
Investment Team of the Investment Advisor has been involved with
investing in, and growing significantly, various companies
including, inter alia, Whyte & Mackay, Del Monte Group and Del
Monte Pacific Limited.
The Company and the Investment Advisor have entered into an
investment advisory agreement ("Investment Advisory Agreement") in
terms of which the Investment Advisor will provide the following
services to Sacoven:
-- identifying, procuring, researching, analysing and evaluating
potential investment opportunities for Sacoven;
-- assisting with the due diligence in respect of the potential
Acquisition targets identified; and
-- assessing the Company's funding requirements.
Any investment or acquisition opportunities that are identified
by the Investment Advisor and whose enterprise value is between
GBP200 million and GBP500 million must, in terms of the Investment
Advisory Agreement, first be offered to Sacoven.
5. BOARD OF DIRECTORS
The Board currently comprises five non-executive Directors of
whom three are Independent. Other Directors may be appointed from
time to time, where such appointments are considered necessary to
strengthen the Board. The non-executive Directors will provide an
independent evaluation of the investment opportunities recommended
by the Investment Advisor.
The Directors of the Company are as follows:
Name Age Role
-------------------- ---- -----------------------------------
Mark Haynes 59
Daniell Independent non-executive Chairman
Samuel Imerman 88 Non-executive Director
Hymie Reuvin 69 Non-executive Director
Levin
Ian Christopher 52 Independent non-executive Director
Crosby
Niall Iain McCallum 51 Independent non-executive Director
The business address of each of the directors is No.2, The
Forum, Grenville Street, St. Helier, Jersey JE1 4HH. All of the
directors were appointed to the Board with effect from 1 June
2012.
6. INVESTMENT POLICY
Below is an overview of the Investment Policy:
Acquisition Acquisition of a company, business,
strategy: group of businesses or assets
Sector focus: The natural resources and the consumer
goods sectors
Geographical Europe and the emerging markets, primarily
focus: Africa, including South Africa
Type of investment: Full ownership, however will consider
acquiring an economic interest constituting
less than 100%, where it is likely
to give the Board sufficient influence
Consideration: Issue of shares or cash (utilising
capital reserves and/or debt funding)
Investment The Acquisition is expected to have
Size: an enterprise value of between GBP200
million and GBP500 million, although
a smaller or larger Acquisition may
be considered, and is expected to
be of such a nature that it will qualify
Sacoven for a Main Board listing on
the JSE
Investment One year from 15 October 2013 ("Acquisition
timeline: Extension Period"), unless consent
of the shareholders of Sacoven, other
than the Founder ("Minority Shareholders"),
at a general meeting held on or about
October 2014 ("Second Extension Meeting"),
being the expiry of the Acquisition
Extension Period, is received for
the continuation of the Investment
Policy for an additional year ("Second
Acquisition Extension Period").
The Founder and Minority Shareholders,
representing 54.8 per cent. of the
total Shares held by Minority Shareholders
("Relevant Minorities"), have signed
undertakings in terms of which, if
the Acquisition has not been completed
prior to the time stipulated for the
Second Extension Meeting, the Second
Extension Meeting will be held, at
which:
* The Founder and the Relevant Minorities will support
the passing of a special resolution to amend the
Articles to enable the Company to extend the
redemption process for the Second Acquisition
Extension Period, until a further general meeting
held on or about October 2015 ("Third Extension
Meeting"), being the expiry of the Second Acquisition
Extension Period. This will have the effect of
facilitating the continuation of a preferential
situation for the Minority Shareholders, in terms of
which, the Minority Shareholders are entitled to
redeem their Shares in the event that an Acquisition
is not implemented during the Second Acquisition
Extension Period and a decision is taken by the
Minority Shareholders, at the Third Extension Meeting,
not to continue with the Investment Policy of the
Company. The value at which the Minority Shareholders
will redeem their Shares will be equivalent to the
underlying remaining net asset value of the Company,
at the date of the Third Extension Meeting, up to a
maximum of the original issue price of each of the
Shares, being GBP1 per share; and
* the Relevant Minorities will support the continuation
of the Investment Policy of the Company for a further
year until the Third Extension Period.
To the extent that Minority Shareholders
vote to continue the Investment Policy
of the Company at the Third Extension
Meeting, the Company will continue
to be admitted to trading on AIM as
an Investing Company for the purposes
of AIM Rule 8 and shall be required
to seek the consent of its Minority
Shareholders for its Investment Policy
on an annual basis until its Investment
Policy has been substantially implemented.
In terms of the JSE Listings Requirements,
if the Company has not completed an
acquisition of assets which will enable
Sacoven to qualify for a listing other
than as a SPAC on the JSE ("Viable
Assets") by September 2016, twenty
four months after the Listing, the
Company will be obliged to delist
from the AltX, subject to any extension
granted by the JSE. Paragraph 1.14
of the JSE Listings Requirements requires
that the Company make an offer to
the South African shareholders in
the event that the Company delists
from the AltX regardless of whether
or not the Company remains listed
on the AIM. Any such offer to the
South African shareholders will need
to be made in accordance with the
provisions of paragraph 1.14 of the
JSE Listings Requirements and the
Company will be required to send a
circular to the South African shareholders
setting out the following:
* the reasons for the delisting;
* the terms and conditions of the offer to the South
African shareholders; and
* a statement by the Board, which must be supported by
a fairness opinion from an independent expert
acceptable to the JSE, confirming that the offer is
fair to the South African shareholders.
The Company has undertaken not to
seek the approval of the Minority
Shareholders for the Company to continue
with its Investment Policy at the
Third Extension Meeting unless the
Articles are amended to provide for
an offer, in compliance with the requirements
of 1.14 of the JSE Listings Requirements,
to be made to the South African shareholders
in the event of the Company delisting
from the AltX, but remaining listed
on the AIM.
7. ACQUISITION
7.1. JSE APPROVAL PROCESS
In terms of paragraph 4.35 of the JSE Listings Requirements, the
acquisition of Viable Assets, must be approved by a majority of
disinterested Directors and the majority of the Shareholders at a
general meeting.
For JSE purposes, subsequent to the completion of the
Acquisition, Sacoven will need to either:
-- meet the criteria for a primary listing on the Main Board or alternatively the AltX; or
-- should Sacoven wish to retain its secondary listing on the
JSE, achieve a subscribed capital of R500 million due to the fact
that the London Stock Exchange, including the AIM, is no longer a
member of the World Federation of Exchanges.
Once admitted to the List of the JSE, Sacoven will be subject to
the JSE Listings Requirements as an issuer in all respects. If
following the completion of an Acquisition, Sacoven fails to meet
the criteria for either a primary or a secondary listing on either
the Main Board or the AltX, Sacoven will be delisted by the
JSE.
7.2. AIM APPROVAL PROCESS
In terms of Rule 14 of the AIM Rules, any acquisition or
acquisitions in a twelve month period which would be regarded as a
reverse takeover for the purposes of AIM Rule 14 having regard to
Note 5.5 of the AIM Note for Investing Companies ("AIM Reverse
Takeover") must be approved by Shareholders at a general
meeting.
Once Shareholders have approved the AIM Reverse Takeover,
trading in the Shares on the AIM will be cancelled and the enlarged
Company will need to apply for admission of its Shares to AIM as if
it were applying for an admission for the first time.
8. DIVIDEND POLICY
The Company is at an early stage of its commercial development
and the Directors do not intend approving the payment of dividends
by the Company before any Acquisition is made. Once and Acquisition
has been made, the Directors will review this policy based upon the
performance of the Company following such Acquisition.
9. PURPOSE OF THE LISTING ON THE JSE
Sacoven wishes to obtain a secondary listing as a SPAC on the
AltX in order to take advantage of potential investor demand from
local South African investors for international assets and,
particularly, for high growth assets in emerging markets, including
Africa.
Sacoven intends to secondary list on the AltX of the JSE by
Introduction and will not raise any additional funds in conjunction
with the Listing. Sacoven will look to raise further funds from new
and existing Shareholders once an Acquisition has been identified
and the terms of the Acquisition agreed.
The JSE has confirmed that for purposes of Sacoven's proposed
secondary listing as a SPAC on the AltX, its current compliance
with the AIM Rules relating to Investing Companies will be
acceptable to the JSE, subject to the undertakings and/or
protections afforded by the AIM Rules and the Articles that are
either equivalent or similar to the protections afforded by the JSE
Listings Requirements relating to SPAC's being disclosed in the
Pre-listing Statement.
10. DATES AND TIMES
2014
Abridged pre-listing statement published Friday, 5 September
on SENS on
Pre-listing Statement made electronically Friday, 5 September
available to Shareholders on the
Company's website (www.sacoven.com)
Listing of Sacoven as a SPAC on Friday, 12 September
the AltX at commencement of trade
on
Notes:
(1) The above dates are subject to change. Any change will be announced on SENS.
11. COPIES OF THE PRE-LISTING STATEMENT
Copies of the Pre-listing Statement may be obtained in English
only, during business hours on business days from Friday, 5
September 2014 for a period of 14 Business Days from the offices
of:
-- Sacoven: No 2, The Forum, Grenville Street, St Helier, Jersey, JE1 4HH
-- KPMG Services Proprietary Limited: 85 Empire Road, Parktown, 2193
-- Computershare Investor Services (Jersey) Limited: Queensway
House, Hilgrove Street, St. Helier, Jersey JE1 1ES
-- Computershare Investor Services Proprietary Limited: Ground
Floor, 70 Marshall Street, Johannesburg, 2001
5 September 2014
JSE Sponsor Investment Advisor
KPMG Services Proprietary Vasari Global Limited
Limited
South African Attorneys AIM Nomad and Broker
HR Levin Attorneys, Notaries Liberum Capital Limited
and Conveyancers Chris Bowman & Christopher
Britton
Tel: +44 (0)20 3100 2000
This information is provided by RNS
The company news service from the London Stock Exchange
END
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