TIDMCMB
RNS Number : 5357I
Cambria Africa PLC
26 March 2015
26 March 2015
Cambria Africa plc
("Cambria" or the "Company")
Proposed Waiver of Rule 9 of the Takeover Code
Notice of General Meeting
Further to the announcement by the Company on 18 February 2015,
Cambria has posted to shareholders a notice of general meeting
("General Meeting") of the Company to be held at 9am on 13 April
2015 at 1 Berkeley Street, Mayfair, London, along with a circular
(the "Circular"), in connection with the intention to raise
GBP909,500 by way of a conditional subscription ("Subscription") to
new ordinary shares in the Company ("Ordinary Shares") and a
proposed waiver of Rule 9 of the Takeover Code. Extracts from the
letter from the Chairman contained in the Circular are set out
below, which includes the background to and reasons for the
Subscription. A copy of the Circular will be available for download
from the Company's website, www.cambriaafrica.com.
In order to facilitate the Subscription, shareholder approval is
required of a number of resolutions to be proposed at the General
Meeting. At the General Meeting, the following resolutions (the
"Resolutions") will be proposed:
Resolution 1 - grant a waiver of Rule 9 of the Takeover Code
Resolution 2 - grant of authority to allot shares for cash,
disapplying statutory pre-emption rights
In addition, it is proposed that on completion of the
Subscription, Messrs. Paul Turner, Itai Mazaiwana and Fred Jones
will resign from the Board and Ventures Africa Limited ("VAL")
shall be entitled to nominate 3 additional Directors, subject to
due diligence compliance for directors of an AIM listed company.
VAL has nominated Mr. Santosh K. Gujadhur as its first nominated
Director. On Completion, the Board will consist of Mr. Perkins
(non-executive Chairman), Mr. Wisman (CEO) and Mr. Gujadhur
(non-executive Director).
Contacts
Cambria Africa Plc www.cambriaafrica.com
+44 (0) 796
Ian Perkins 4908 951
+44 (0) 796
Edzo Wisman 4908 950
www.wh-ireland.co.uk
WH Ireland Limited
James Joyce / Mark +44 (0) 207
Leonard 220 1666
Peterhouse Corporate www.pcorpfin.com
Finance Limited
Charles Goodfellow +44 (0) 207
/ Duncan Vasey 220 9791
www.fticonsulting.com
FTI Consulting
Edward Westropp / Adam +44 (0) 203
Cubbage 727 1521
EXPECTED TIMETABLE OF PRINCIPALEVENTS AND KEY STATISTICS
Date of this Announcement 26 March 2015
Time and date of the Extraordinary 9 a.m. 13 April
General Meeting 2015
Issue of Subscription Shares 13 April 2015
Ordinary Shares in issue at the
date of this Announcement 104,655,162
Subscription shares 107,000,000
Number of New Ordinary Shares
in issue following the Subscription 211,655,162
Percentage of the enlarged issued
share capital of the Company
represented by the Subscription
Shares 50.55%
Notes:
All references to time in this announcement are to London time.
Each of the times and dates in this announcement may be subject to
change. 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.
DEFINITIONS
The following definitions apply throughout this announcement
unless the context requires otherwise:
"AIM" the AIM market operated by London Stock Exchange
"AIM Rules" the AIM Rules for Companies published by London
Stock Exchange
"Announcement" this announcement
"Articles" the Articles of Association of the Company
"Allotment" the allotment of the Subscription Shares to VAL
"Board" the board of directors of the Company, comprising Ian
Perkins, Paul Turner, Edzo Wisman, Fred Jones and Itai
Mazaiwana
"Circular" the circular dated 26 March 2015 for the EGM, sent to
Shareholders
"City Code" the City Code on Takeovers and Mergers
"Company" or "Cambria" Cambria Africa PLC, a company registered
in the Isle of Man with company number 001773V
"Completion" completion of the terms of the Share Subscription
Agreement
"Directors" or "Board" the directors of the Company
"Form of Proxy" the form of proxy enclosed with the Circular for
use by Shareholders in connection with the Extraordinary General
Meeting
"Encyclia Logistics" Encyclia Logistics Limited, a company
registered in Mauritius with company number 123381
"Extraordinary General Meeting" the extraordinary general meeting of the convened by
or "EGM" the relevant notice set out in the end of this
announcement
"Independent Shareholders" Shareholders, independent of the
transactions referred to in this Announcement
"Issued Share Capital" 104,655,162 Ordinary Shares in issue at
the date of this Announcement
"London Stock Exchange" London Stock Exchange PLC
"Long Stop Date" 15 June 2015
"Lonzim Holdings" Lonzim Holdings Limited, a company registered
in the Isle of Man with company number 002080V
"Lonzim Hotels" Lonzim Hotels Limited, a company registered in
the Isle of Man with company number 003776V
"NOMAD" the Company's nominated adviser, being WH Ireland
"Notice of EGM" the notice of Extraordinary General Meeting
which is set out on page 18 of the Circular
"Ordinary Shares" or "Shares" ordinary shares of 0.01 pence
(GBP0.0001) each in the share capital of the Company
"Panel" the Panel on Takeovers and Mergers
"Peterhouse" Peterhouse Corporate Finance Limited
"Record Date" close of business on 25 March 2015
"Resolutions" the resolutions set out in the Notice of
EGM or any one of them, as the case may be
"S. Shasha and Associates" S. Shasha and Associates (Private)
Limited, a company registered in Zimbabwe with company number
3232/1995
"Shasha & Associates USA" Mr. Samir Shasha's sole
proprietorship headquartered in Chicago, Illinois.
"Shareholders" the holders of the Shares in the Company at the
Record Date
"Subscription" the subscription for the Subscription Shares by
VAL pursuant to the Subscription Agreement
"Subscription Agreement" the agreement dated 15 February 2015
entered into between VAL and the Company, details of which are set
out in paragraph 4(i) of Part II of the Circular
"Subscription Price" 0.85 pence per New Ordinary Share
"Subscription Shares" 107,000,000 new Ordinary Shares to be
subscribed by VAL pursuant to the Subscription Agreement
"VAL" Ventures Africa Limited a company registered in theIsle of
Man with Company Number 011652V
"Waiver" the waiver granted by the Panel, conditional upon the
approval by the Independent Shareholders of the Whitewash
Resolution, of any obligation which would otherwise be imposed on
VAL under Rule 9 of the City Code as a result of the issue of the
Subscription Shares
"WH Ireland" WH Ireland Limited
"Whitewash Resolution" the ordinary resolution of Shareholders
approving the Waiver set out as Resolution 1 in the Notice of
EGM
LETTER FROM THE CHAIRMAN OF THE COMPANY
Dear Shareholder
Introduction
The Company announced on 16 February 2015 that it no longer
intends to seek Shareholders' approval to cancel the admission of
the Company's Shares to trading on AIM. The announcement followed
the signing of the Subscription Agreement with VAL.
The purpose of this announcement is to provide further
background on the Subscription and VAL and explain why the
Directors consider the passing of the Resolutions, upon which the
Subscription is conditional, to be in the best interests of the
Company and its Shareholders as a whole.
The Subscription is conditional upon the passing of the
Resolutions, further details of which are set out below.
Subscription
Under the terms of the Subscription Agreement, VAL agreed to
subscribe for the Subscription Shares at the Subscription Price,
conditional, inter alia, upon:
-- the granting of the Waiver by the Panel of the obligation for
VAL to make a general offer for the Company that would otherwise
arise under Rule 9 of the City Code as a result of the Subscription
(subject to Independent Shareholder approval);
-- the approval byIndependent Shareholders at the EGM of the Whitewash Resolution;
-- the Shareholders voting to dis-apply pre-emption rights to
enable the Allotment to complete; and
-- the Board resolving to accept the resignations of Messrs Paul
Turner, Itai Mazaiwana and Fred Jones as Directors with effect from
Completion and the right of VAL to nominate, and for the Board to
appoint, up to 3 additional Directors with effect from Completion
subject in each case to such person satisfying the NOMAD's standard
due diligence enquiries for directors of an AIM listed company.
In the event that such conditions are not satisfied, or waived
by VAL where capable of waiver, or become incapable of fulfilment,
before the Long Stop Date, the Subscription Agreement will
terminate.
On Completion, VAL will be interested in 107,000,000 Ordinary
Shares representing 50.55% of the enlarged share capital of the
Company.
Further details of the Subscription Agreement are set out in
paragraph 4(i) of Part II of the Circular. There are no further
arrangements made by the Company in connection with, or dependent
on, the Subscription Agreement.
Waiver of the obligation to make a mandatory offer under Rule 9
of the City Code
Under Rule 9 of the City Code, any person who acquires an
interest (as such term is defined in the City Code) in shares
which, taken together with the shares in which he and persons
acting in concert with him are interested, carry 30%or more of the
voting rights in a company which issubject to the City Code, is
normally required to make a general offer to all of the remaining
shareholders to acquire their shares.
Similarly, when any person, together with persons acting in
concert with him, is interested in shares which in aggregate carry
not less than 30% of the voting rights but does not hold shares
carrying more than 50% of the voting rights of such a company, a
general offer will normally be required if any further interest in
shares are acquired by any such person. These limits apply to the
entire concert party as well as the total beneficial holdings of
individual members. Such an offer would have to be made in cash at
a price not less than the highest price paid by him, or by any
member of the group of persons acting in concert with him, for any
interest in shares in the company during the 12 months prior to
theannouncement of the offer.
Under Rule 37 of the City Code, any increase inthe percentage
holding of a shareholder which results from a company buying back
itsown shares will also be treated as an acquisition for the
purpose of Rule 9 of the City Code. A shareholder will, in such
circumstances, incur an obligation to make a mandatory offer unless
theconsent of the Panel to a waiver of such an obligation is
obtained.
You should note that if the Subscription completes, VAL will
hold 50.55% of the voting rights of the Company.
In these circumstances, VAL would be permitted to make further
purchases of Ordinary Shares without
incurring an obligation under Rule 9 to make a general offer to
all holders of Ordinary Shares.
The Panel has agreed, subject to the Whitewash Resolution being
passed by Independent Shareholders, towaive the requirement under
Rule 9 of the City Code for VAL to make a mandatory offer for the
entire issued ordinary share capital of the Company as would
otherwise be required.
The Whitewash Resolution issubject to the approval of
Independent Shareholders on a poll where each Independent
Shareholder will be entitled to onevote for each Ordinary Share
held.
The Directors believe that it is in the best interests of the
Company that the Whitewash Resolution be passed.
Waiver of Pre-emption Rights
To enable the Subscription Shares to be issued to VAL, it will
be necessary for Shareholders to waive their pre-emption rights on
new share issues that would otherwise apply.
Included within the Resolutions is a resolution to dis-apply
pre-emption rights for the Allotment pursuant to article 4 of the
Articles.
About VAL
VAL is an Isle of Man limited liability company formed in
October 2014 as an investment vehicle to acquire assets in southern
Africa, 100% beneficially owned by Mr. Samir Shasha. Mr. Shasha has
extensive experience in owning and managing companies in southern
Africa including Zimbabwe. Further details of VAL (and Mr. Shasha)
are set out in paragraph 3 of Part II of the Circular.
Mr. Shasha's investments have included, amongst others, the
ownership and operation of Freightliner Truck and Case
International distributorships, as well as Zimbabwe Online,
Zimbabwe's largest internet service provider, which was
subsequently sold to Liquid Telecom, an Econet Wireless subsidiary,
in 2012.
Mr. Samir Shasha and the Company both have offices in Harare and
for this reason they became known to each other. In October 2014,
VAL acquired Lonzim Hotels from Cambria (further details are set
out in paragraph 4(ii) of Part II of the Circular).
Neither VAL nor its concert parties currently hold any Shares in
the Company.
Intentions of VAL
The Company's investment objective is to provide Shareholders
with long term capital appreciation through the investment of its
capital in Zimbabwe, countries surrounding Zimbabwe, as well as the
remainder of Sub-Saharan Africa, with a bias towards Southern and
Eastern Africa, which is aligned to the investment objective of
VAL.
The Company's investments include:
-- Payserv Africa Limited, which provides EDI switching services
(Paynet), 'payslip' processing (Autopay), and payroll based
microfinance loan processing (Tradanet) in Zimbabwe and, more
recently, in Zambia.
-- Millchem Holdings Limited, which is a value-added chemicals
distributor with leading market positions in Zimbabwe. It recently
established a presence in Zambia and Malawi.
VAL intends that, following theissue of the Subscription Shares,
the investment strategy of the Company will be continued in the
same manner as at present, except for the proposed changes to the
Board.
In particular, VAL has confirmed that it has no current
intention to change the Company's current plans with respect
to:
-- the continued employment of the employees and management of
the Company or its subsidiaries, including any material change in
conditions of employment;
-- its strategic plans for the Company, or their likely
repercussions on employment or the locations of the Company's
places of business;
-- employer contributions into any pension scheme(s), the
accrual of benefits for existing members, or the admission of new
members;
-- the redeployment of the fixed assets of the Company; or
-- maintenance of the Company's listing on AIM.
Cambria's business and prospects
As outlined in the Circular published on 23 January 2015,
Cambria activities have been constrained by a number of factors
which are expected to be addressed by the investment of VAL in the
Company. In particular, slower than anticipated growth of the
Zimbabwean economy and the sale of the Leopard Rock Hotel at a
price well below expectations.
The proceeds of the placement will be used to provide working
capital for the Company's existing investments, primarily Payserv
Africa Limited and Millchem Holdings Limited, which will benefit
from further investment to sustain growth.
The Company is temporarily suspended from trading on AIM ,
pending the publication of its Annual Accounts for the year ending
31 August 2014. The Annual Accounts have not yet been prepared as
the Company had intended to de-list from AIM. The Company's interim
financial report for 2014 and Annual Accounts for the year ending
31 August 2013, are available for inspection on the Company's
website, www.cambriaafrica.com/investors/financial-reports.
Proposed Board changes
As detailed above, the Subscription Agreement provided for
certain changes to theBoard to take place on or from
Completion.
As a result, on Completion, Messrs. Paul Turner, Itai Mazaiwana
andFred Jones will resign fromthe Board and VAL shall be entitled
to nominate 3 additional Directors, subject to due diligence
compliance for directors of an AIM listed company. VAL has
nominated Mr. Santosh K. Gujadhur as its first nominated Director.
The Company takes this opportunity to thank Messrs. Paul Turner,
Itai Mazaiwana and Fred Jones who havemade a valuable contribution
to the Company during a difficult time. On Completion, the Board
will consist of Mr. Perkins (non-executive Chairman), Mr. Wisman
(CEO) and Mr. Gujadhur (non-executive Director). Mr.Gujadhur's
appointment is subject to satisfying the NOMAD's standard due
diligence enquiries for directors of an AIM listed company.
Trading in the Subscription Shares
The Company is temporarily suspended from trading on AIM,
pending the publication of its Annual Accounts for the year ending
31 August 2014, which is unlikely to occur before the end of May
2015. Once the Company's suspension has been lifted, and subject to
Completion, an application will be made for the admission of the
Subscription Shares to trading on AIM.
Extraordinary General Meeting
You will find set out on page 18 of the Circular a notice
convening the EGM for 9.00 a.m. on 13 April 2015 (or such later
time). TheWhitewash Resolution will bedecided by means of a
poll.
Action to be taken
A form of proxy for use in connection with the EGM is enclosed.
Whether or not youintend to attend the EGM, it is important,
particularly inview of the fact that the Whitewash Resolution to be
put to themeeting will be determined by apoll, that you duly
complete, execute and return the enclosed Form of Proxy, by hand or
by post, to the Company's registrars, Capita Registrars (Isle of
Man) Limited, Clinch's House, Lord Street, Douglas, Isle of Man,
IM99 1RZ, in accordance with the instructions printed thereon. To
be valid, the completed form of proxy must be returned as soon as
possible and, in any event, so as to arrive
no later than 9.00 a.m. on 9 April 2015.
Completion and return of a Form of Proxy will not prevent
Shareholders from attending and voting at theExtraordinary General
Meeting in person should they wish to do so and so long as they are
not otherwise prevented from so doing.
Further information
Your attention is drawn toPart II of the Circular which contains
further information relating to VAL and Cambria.
Recommendation
The Directors, who have been so advised by Peterhouse, consider
that the Waiver and the issue of the Subscription Shares are fair
and reasonable and are in the best interests of the Company and
Shareholders as a whole. In advising the Directors,Peterhouse
has taken into account the Directors'
commercial assessments.
Accordingly, the Board unanimously recommends Shareholders to
vote in favour of the Resolutions to be proposed as they intend to
do in respect of their own beneficial holdings which equates to
2.8% of the Issued Share Capital of the Company.
Yours faithfully,
IAN PERKINS
Non-executive Chairman
This information is provided by RNS
The company news service from the London Stock Exchange
END
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