TIDMAOF
RNS Number : 5775O
Africa Opportunity Fund Limited
21 August 2017
21 August 2017
Africa Opportunity Fund Limited
(the "Company")
C Share Conversion and creation of
Contingent Value Rights
The Board of Africa Opportunity Fund Limited announces the
creation and issue of Contingent Value Rights to holders of its
Existing Ordinary Shares (details of which are set out below) and
conversion of the outstanding C Shares into New Ordinary
Shares.
The Company issued 29,200,000 C Shares pursuant to the terms of
the Prospectus published in March 2014. Ordinarily, after the net
proceeds of the C Share issue had become substantially invested,
the C Shares would have converted into Ordinary Shares by reference
to the net assets attributable to the C Shares and the Existing
Ordinary Shares. However, at the time of the publication of the
Prospectus, a dispute relating to title to the Company's Shoprite
Shares was ongoing and therefore, as set out in the Prospectus, the
Board reserved the right to extend the date upon which Conversion
was to occur until such time as the Shoprite Dispute was
resolved.
On 1 February 2017 the Company announced that in respect of the
Shoprite Dispute the arbitrator had concluded that the Company had
not obtained good title to 637,528 of the 679,145 Shoprite Shares
which the Company believed it owned. The estimated loss to the
Company was circa US $5 million, which equated to a reduction in
NAV of approximately US$0.12 per Existing Ordinary Share. The
Company subsequently announced in its quarterly report for the
period ended 31 December 2016 that it would appeal the arbitrator's
award. That appeal is currently ongoing.
Notwithstanding the appeal, and after consultation with its
auditors, the Board determined to make a provision of US $0.12 per
Existing Ordinary Share to reflect the arbitrators' award and
subsequent NAV announcements of the Company have been made on that
basis.
The Board has, after consultation with major holders of the
Existing Ordinary Shares and C Shares, determined that it is now in
the best interests of the Company, its Shareholders and its C
Shareholders that the C Shares convert into New Ordinary Shares.
Such Conversion will have logistical and administrative advantages
to the Company (as it would no longer have to segregate and
maintain its assets in two separate pools) as well as saving costs
(including the costs of maintaining two separate lines of listed
shares) and with an enlarged single class of shares could lead to
improved marketability and stock liquidity.
The Net Asset Value attributable to the Existing Ordinary Shares
and the C Shares as at the Calculation Date (being the close of
business on 11 August 2017) were $0.868 per Existing Ordinary Share
and $0.910 per C Share. Accordingly, the Conversion Ratio, as
calculated in accordance with the Articles and the Prospectus, is
1.1034 New Ordinary Shares for every C Share. The Conversion Date
(at which time Conversion will take place) shall be 23 August 2017.
The NAV of the Existing Ordinary Shares includes an accrual to
reflect the Board's best estimate of the costs and expenses to be
incurred by the Company in respect of the future conduct of the
Shoprite Dispute.
Contingent Value Rights
The Board has determined Existing Ordinary Shareholders should
benefit from any ultimate favourable conclusion to the Shoprite
Dispute and has resolved to issue Contingent Value Rights (CVRs) to
Existing Ordinary Shareholders prior to the C Shares converting
into New Ordinary Shares.
The CVRs will represent a contractual obligation on the Company
under the terms of which the Company will agree to pay to the
holders of the CVRs the amount in cash or any net benefit of a
successful conclusion or settlement of the Shoprite Dispute.
Other characteristics of the CVRs are as follows:
- they will be created on the basis of one CVR for every Existing Ordinary Share;
- they will not be listed or quoted on any stock exchange;
- they will be issued directly to the underlying holders of the
Existing Ordinary Shares;
- they will not be held in Euroclear/Clearstream;
- they will be freely transferable by way of private treaty;
- their value is highly contingent and dependent on the outcome
of the Shoprite Dispute. There can be no guarantee that the
Shoprite Dispute will be concluded in a manner that is favourable
to the Company and will result in a payment being made by the
Company in respect of the CVRs;
- they are passive instruments with no votes and the conduct of
the Shoprite Dispute is vested in the Company which shall, without
reference to the holders or the CVRs, be entitled to take all
decisions (including as to settlement and/or continuance of the
Shoprite Dispute) in respect of the Shoprite Dispute as it in its
sole discretion shall determine; and
- the Company's obligation to make payment to the holders of the
CVRs is subject to compliance by the Company with all laws and
regulatory requirements applicable to it.
The full terms and conditions attaching to the CVRs are
contained in the instrument by which they are constituted that can
be inspected at www.africaopportunityfund.com.
Expected Timetable
The expected timetable for Conversion and the creation and issue
of the CVRs is as follows:
Calculation Date 11 August 2017
---------------------------------------- --------------------
Announcement of Conversion 21 August 2017
Ratio
---------------------------------------- --------------------
Creation and issue of the CVRs 21 August 2017
---------------------------------------- --------------------
Record time and date for Conversion 5:30pm 22 August
and closure of C Share register 2017
---------------------------------------- --------------------
Cancellation of the C Shares 23 August 2017
---------------------------------------- --------------------
Dealings in New Ordinary Shares 23 August 2017
commences
---------------------------------------- --------------------
Crediting of Euroclear/Clearstream 23 August 2017
stock accounts in respect of
the New Ordinary Shares
---------------------------------------- --------------------
Share certificates in respect by 1 September 2017
of New Ordinary Shares in certificated
form dispatched
---------------------------------------- --------------------
Certificates in respect of by 30 October 2017
CVRs dispatched
---------------------------------------- --------------------
Enquiries:
Africa Opportunity Fund Limited
Francis Daniels +2711 684 1528
Liberum Capital Limited (Corporate Broker)
Andrew Davis / Anastasia Mikhailova (Sales)
Henry Freeman (Investment Banking) +44 20 3100 2000
APPIX
In this announcement the terms have the following meanings:
"Board" the board of directors of the
Company
"C Shareholders" holders of C Shares
"C Shares" C Shares of US$0.10 each in the
capital of the Company
"Calculation Date" the date upon which the Conversion
Ratio is calculated
"Conversion" the conversion (by way of re-designation)
of C Shares into New Ordinary
Shares as detailed in the Prospectus
"Conversion Date" the date upon which Conversion
occurs
"Conversion Ratio" the ratio of the NAV per C Share
to the NAV per Existing Ordinary
Share on which the C Shares convert
into New Ordinary Shares as detailed
in the Prospectus
"CVRs" or "Contingent the contingent value rights to
Value Rights" be created by the Company
"Existing Ordinary holders of Existing Ordinary
Shareholders" Shares
"Existing Ordinary Ordinary Shares in issue at the
Shares" date of this announcement;
"NAV" net asset value
"New Ordinary new Ordinary Shares arising on
Shares" Conversion
"Ordinary Shares" ordinary shares of US$0.01 each
in the capital of the Company
"Prospectus" the prospectus published by the
Company on 28 March 2014
"Shareholders" holders of Existing Ordinary
Shares or C Shares as the case
may be
"Shoprite Dispute" a dispute between Africa Opportunity
Fund, L.P., a subsidiary of the
Company, Africa Opportunity Cayman
Limited, Shoprite Holdings Limited,
and Shoprite Checkers (Pty) Ltd
("Shoprite Holdings Limited"
and "Shoprite Checkers" referred
to jointly and severally herein
as "Shoprite"), about whether
purchase of Shoprite Shares on
the Lusaka Stock Exchange between
October 2009 and July 2011, by
Africa Opportunity Fund, L.P.
or Africa Opportunity Cayman
Limited from Shoprite resulted
in transfers of good title to
said Shoprite Shares from Shoprite
to the purchasers, which dispute
has been the subject of an arbitral
award in January 2017 affirming
that good title in respect of
637528 ordinary shares of Shoprite
did not pass to Africa Opportunity
Fund, L.P., plus current or future
appeals, proceedings, arbitrations,
or judicial or regulatory actions
arising out of, or relating to,
those Shoprite share purchases
in South Africa, Zambia, or any
other jurisdiction
"Shoprite Shares" ordinary shares of Shoprite
This information is provided by RNS
The company news service from the London Stock Exchange
END
FURPGUCGRUPMGCG
(END) Dow Jones Newswires
August 21, 2017 11:26 ET (15:26 GMT)
Africa Opportunity (LSE:AOF)
Historical Stock Chart
Von Jun 2024 bis Jul 2024
Africa Opportunity (LSE:AOF)
Historical Stock Chart
Von Jul 2023 bis Jul 2024