TIDMMASA
RNS Number : 4137B
Masawara Plc
09 January 2018
9 January 2018
Masawara Plc
("Masawara", the "Company" or the "Group")
Notice of General Meeting
Proposed Delisting of Masawara plc from AIM
Further to the announcement made on 27 December 2017 confirming
that Oxford Holdings Limited ("OHL") acquired 50,760,456 ordinary
shares of US$0.01 each of the Company ("Ordinary Shares") for a
price of 30 pence per Ordinary Share (with 20 pence payable
immediately and 10 pence deferred for up to 12 months at a cost of
1 pence if the deferred consideration is paid within six months and
2 pence if the deferred consideration is paid after six months but
within 12 months) , the Company announces that it has, today,
posted a circular to all shareholders regarding the proposed
delisting of the Company from AIM ("Delisting"). The circular is
also available on the Company's website at www.masawara.com.
Due to a common controlling shareholding in OHL and the
principal shareholder of the Company, FMI Holdings (Private)
Limited (FMI), OHL and FMI are deemed to be acting in concert for
the purposes of the City Code. As a result of this acquisition, OHL
and FMI together hold a beneficial interest in 111,924,074 Ordinary
Shares representing approximately 90 per cent of the issued share
capital of the Company. As a result of OHL and FMI being deemed to
be acting in concert and already holding more than 50 per cent of
the voting rights in the Company, there is no obligation on OHL to
make a mandatory takeover offer to the remaining shareholders of
the Company.
The circular posted today contains a separate letter from Mr
Mutasa, a director of FMI and OHL, outlining the future plans for
the Company (including the Delisting). Mr Mutasa intends to hold a
Question and Answer Forum for shareholders at 5.00 p.m. on 23
January 2018 at the offices of Norton Rose Fulbright LLP, 3 More
London, Riverside, London SE1 2AQ.
The circular also sets out in detail the options available to
the remaining shareholders in the Company. Aside from retaining a
shareholding in the Company, minority shareholders have been
offered two alternative proposals (Oxford Cash Offer and Masawara
Share Conversion Offer (the "Offers")) under which they will either
be able to sell their Ordinary Shares at a price of 25 pence per
share, or following Delisting convert their Ordinary Shares on a
one-for-one basis into preference shares in the Company
("Preference Shares"), which will offer a yield of 2.5 pence per
Preference Share payable in priority to any dividend declared on
Ordinary Shares.
Shareholders who hold their Ordinary Shares in certificated form
will be able to accept the Offers at the Question and Answer Forum
at 5.00 p.m. on 23 January 2018 by providing a completed Form of
Acceptance (and a share transfer form if accepting the Oxford Cash
Offer) and their share certificates, or may elect to deliver a
completed Form of Acceptance (and a share transfer form if
accepting the Oxford Cash Offer) and their share certificates to
Computershare Investor Services PLC, Corporate Actions Projects,
Bristol BS99 6AH or (during normal business hours only) by hand to
Computershare Investor Services PLC, The Pavilions, Bridgwater
Road, Bristol BS99 6ZY, by no later than 1.00 p.m. on 24 January
2018 if proposing to accept the Masawara Share Conversion Offer, or
by no later than 1.00 p.m. on 5 February 2018 if proposing to
accept the Oxford Cash Offer only. Shareholders who hold their
Ordinary Shares in CREST and propose to accept either of the Offers
should follow the procedure set out in the circular entitled
"Procedure for selling your Ordinary Shares under the Oxford Cash
Offer" and/or "Procedure for converting your Ordinary Shares into
Preference Shares" (as applicable).
Shareholders are not obliged to accept either the Oxford Cash
Offer or Masawara Share Conversion Offer, and can retain their
Ordinary Shares. However, if Shareholders elect to retain their
Ordinary Shares, the following points should be noted:
-- the liquidity of the Ordinary Shares will deteriorate further as a result of the Delisting;
-- the dividend payable per Ordinary Share will be less than or
equal to the coupon payable per Preference Share; and
-- in the event of a liquidation or return of capital, the
Ordinary Shares will rank behind the Preference Shares.
Should any Shareholders not take up the Oxford Cash Offer prior
to Delisting, OHL may make further purchases of Ordinary Shares
following Delisting, however there will be no formal trading
facility and no obligation on OHL to acquire any Ordinary Shares
following Delisting.
The circular contains notice of a General Meeting of the Company
to be held at 11.00 a.m. on 26 January 2018 at the Atlantic Hotel,
Le Mont De La Pulente, St Brelade, Jersey, JE3 8HE, Channel
Islands. At the General Meeting, the resolution regarding the
Delisting (the "Delisting Resolution") will be proposed. The
Delisting Resolution requires the approval of 75 per cent the
Company's shareholders. However, shareholders of the Company should
note that OHL and FMI control over 90 per cent of the Ordinary
Shares and have irrevocably undertaken to vote in favour of the
Delisting. Should the Delisting Resolution be passed, the Company
has requested that its Ordinary Shares are cancelled from trading
on AIM, effective from 7 February 2018.
Recommendation
The Independent Directors, being Mr Christopher Getley, Ms
Yvonne Deeney, Mr Stephen Folland and Mrs Maureen Erasmus, have
considered the terms of the Oxford Cash Offer and Masawara Share
Conversion Offer in conjunction with the Company's Nominated
Adviser, Cenkos Securities plc, and consider the financial terms of
the Oxford Cash Offer and the Masawara Share Conversion Offer to be
fair and reasonable, with regard to Masawara's current share price,
deliverability of returns to shareholders of the Company and the
broader range of strategic alternatives available to the
Company.
The Board believes that the Company's share price is being
impacted in part by the increased difficulty of transferring funds
out of Zimbabwe as a result of the regulatory environment. The
Independent Directors are also aware of a degree of negative
sentiment towards the region resulting in a lack of new possible
investors in the Company. In addition, the Independent Directors
note the severe lack of liquidity in the Ordinary Shares and
significant costs associated with maintaining the admission to
trading and all intend to vote in favour of the Delisting
Resolution. Further, Mr Stephen Folland, a director of the Company,
intends to accept the Masawara Share Conversion Offer in respect of
his Ordinary Shares; and Mr. Francis Daniels, a director of the
Company, intends to request that the trustees of the trust of which
he is a beneficiary accept the Masawara Share Conversion Offer in
respect of that trust's Ordinary Shares.
Contact details
Masawara Plc
(Masawara Zimbabwe (Private) Limited, the Company's Investment
Advisor in Zimbabwe)
Osbourne Majuru/Munashe Nyengerai
+263 4 751805
Cenkos Securities plc (Nominated adviser and broker)
Nicholas Wells/Elizabeth Bowman/Harry Hargreaves
+44 20 7397 8900
Expected Timetable of Principal Events
Notice of Intention to delist 9 January 2018
from AIM announced
Publication of the Circular 9 January 2018
Shareholder Question and Answer 5.00 p.m. on 23
Forum at Norton Rose Fulbright January 2018
LLP
Latest time and date for receipt 11.00 a.m. on
of Form of Proxy 24 January 2018
Latest time and date for receipt 1.00 p.m. on 24
of Form of Acceptance if proposing January 2018
to accept the Masawara Share
Conversion Offer
General Meeting 11.00 a.m. on
26 January 2018
Announcement of results of General 29 January 2018
Meeting (latest by)
Latest time and date for receipt 1.00 p.m. on 5
of Form of Acceptance if proposing February 2018
to accept the Oxford Cash Offer
only
Last day of dealings in Ordinary 6 February 2018
Shares on AIM
Admission cancelled 7.00 a.m. on 7
February 2018
The above times are to London (GMT) times. 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 of the London Stock Exchange.
This information is provided by RNS
The company news service from the London Stock Exchange
END
NOGBRGDBUDGBGIC
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January 09, 2018 12:27 ET (17:27 GMT)
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