Sativa Group PLC - Result of General Meeting and Court Meeting
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION (INCLUDING
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
RECOMMENDED ALL-SHARE OFFER
to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Result of General Meeting and Court Meeting
The Court Meeting to consider and, if thought fit, approve the Scheme and the General Meeting to consider and, if thought fit, pass the Special Resolution relating to the Acquisition were each held yesterday.
Shareholders participating in both of the meetings by proxy held 72% of the total shares.
Effective Date and Timetable
The outcome of the Court Meeting and General Meeting means that Conditions 2(A) to 2(E) (inclusive) (as set out in Section A of Part III of the Scheme Document) have been satisfied.
Completion of the Acquisition remains subject to the satisfaction or, if appropriate, waiver of the other Conditions set out in the Scheme Document, including, amongst other things, the sanction of the Scheme by the Court. The Court Hearing is expected to take place on
Subject to the Court approving the Scheme and the Court Order being duly delivered to the Registrar of Companies, it is anticipated that the Scheme will become effective on
If the Court sanctions the Scheme it is intended that the admission to trading of
Trading of the newly combined company, to be named
These dates are indicative only and will depend, amongst other things, on the date on which the Court sanctions the Scheme. If the expected dates change, the Company will give notice of the changes in an announcement through a
Words and expressions defined in the Scheme Document shall, unless the context provides otherwise, have the same meanings in this announcement.
Chief Executive Officer
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Chief Financial Officer
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Sativa Shareholders may request a hard copy of this announcement by contacting
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION, OR THE SOLICITATION OF AN OFFER, TO PURCHASE, OTHERWISE ACQUIRE, SUBSCRIBE FOR, SELL OR OTHERWISE DISPOSE OF, ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION PURSUANT TO THE OFFER OR OTHERWISE NOR WILL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF SECURITIES IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.
The Offer is being made solely pursuant to the disclosures and information contained in the Scheme Document which, together with the Forms of Proxy, contains the full terms and conditions of the Offer, including details of how Sativa Shareholders may vote at the Meetings in respect of the Offer.
Sativa urges Sativa Shareholders to read the Scheme Document because it contains important information in relation to the Offer, the New Stillcanna Shares and the
This announcement does not constitute a prospectus or prospectus equivalent document.
If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the
The release, publication or distribution of this announcement in jurisdictions other than the
The Offer is being implemented in accordance with applicable English law and is subject to the applicable requirements of the Code, the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority, the Panel and the rules of the
Unless otherwise determined by Stillcanna or required by the Code, and permitted by applicable law and regulation, the Offer may not be made directly or indirectly, in or into, or by the use of (electronic) mail or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality or facilities. Accordingly, copies of this announcement, the Scheme Document, the notices of Court Meeting and General Meeting, the Forms of Proxy and all other documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. All persons receiving this announcement (including, without limitation, custodians, nominees and trustees) should observe these restrictions and any applicable legal or regulatory requirements of their jurisdiction and must not mail or otherwise forward, send or distribute this announcement in, into or from any Restricted Jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.
The receipt of securities pursuant to the Offer by Overseas Shareholders may be a taxable transaction under applicable national, state and local, as well as foreign and other tax laws. Each Overseas Shareholder is urged to consult their independent professional adviser regarding the tax consequences of the Offer.
Further details in relation to Overseas Shareholders are contained in the Scheme Document.
Additional information for US investors
These materials are not for distribution, directly or indirectly, in or into
The New Stillcanna Shares have not been and will not be registered under the US Securities Act of 1933 (the "US Securities Act") or under the securities laws of any State or other jurisdiction of
Sativa is incorporated under the laws of
The Offer, to be implemented by way of the Scheme, is being made to acquire the entire issued and to be issued share capital of a company incorporated in
If the Offer is required to be made in the US, it will be done in compliance with the applicable tender offer rules under the US Exchange Act.
No profit forecasts, quantified financial benefit statements or estimates
No statement in this announcement is intended, or is to be construed, as a profit forecast, profit estimate or quantified financial benefit statement for any period. No statement in this announcement should be interpreted to mean that earnings per Sativa Share or earnings per Stillcanna Share for the current or future financial years would necessarily match or exceed the historical published earnings per Sativa Share or earnings per Stillcanna Share.
Dealing and Opening Position Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of the offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Publication on websites and availability of hard copies
This announcement and the documents required to be published pursuant to Rule 26.1 of the Code will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Stillcanna's website at www.stillcanna.com and on Sativa's website at www.sativagroup.co.uk by no later than
Neither the content of any website referred to in this announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this announcement.
This information is provided by RNS, the news service of the
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