REG - Starvest PLC - Proposed AIM Cancellation and Notice of GM

StarvestAnnouncement

27/10/2023 07:00

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RNS Number : 4638R  Starvest PLC  27 October 2023

27 October 2023

 

 

Starvest Plc ("Starvest" or the "Company")

 

Proposed cancellation of admission to trading on AIM

Proposed members' voluntary liquidation

Notice of General Meeting

 

Starvest Plc (LON:SVE), the London Stock Exchange AIM-listed specialist mining
and resources investment company, announces details of the proposed
cancellation of the admission of its ordinary shares to trading on AIM (the
"Cancellation") and the proposed implementation of a solvent members'
voluntary liquidation of the Company, pursuant to section 84 of the IA 1986
and section 283 of the Companies Act 2006 (the "Liquidation").

The Company's Ordinary Shares trade at a substantial discount to the value of
its underlying investments, including the Company's investment in Greatland
Gold plc ("Greatland"), which represents the large majority of the Company's
assets. As a result of the substantial and persistent discount of the
Company's shares and market capitalisation to the underlying Net Asset Value
(NAV) per share and NAV, the Directors have unanimously decided to recommend
that the Company distribute its Greatland and Ariana Resources plc interests
to the Company's Shareholders, by way of a capital distribution, so that they
may potentially realise greater value from direct ownership of these
underlying investments than is reflected in the Company's current share price.

A General Meeting (the "First General Meeting") of the Company will be held at
12 p.m. on 21(st) November 2023 at which the Company's Shareholders will be
asked to consider, and if appropriate, pass the resolution which will give
effect to the Cancellation ("Cancellation Resolution"). If the Cancellation is
passed, the expected effective date of the Cancellation will be 7.00 a.m. on
29(th) November 2023.

Following, and subject to Shareholder approval of, the Cancellation a further
General Meeting (the "Second General Meeting") will be called at which the
Shareholders will be asked to consider and, if appropriate, pass the
resolutions which will put the Company into a members' voluntary liquidation
and appoint the Liquidators ("Liquidation Resolutions").

 

Publication of Circular

An explanatory circular ("Circular") containing a Notice of General Meeting
for the First General Meeting and associated form of proxy will be sent to
shareholders today providing further details of the Cancellation and
Liquidation and setting out the reasons for which the Cancellation and the
Liquidation are being proposed. The full text of the Chairman's letter
contained in the Circular is given below.

 

A copy of the Circular will shortly be available on the Company's website at:
https://www.starvest.co.uk/

 

Recommendation

The Board of Directors consider that the Cancellation Resolution and
Liquidation Resolution are in the best interests of Shareholders as a whole.
Accordingly, the Board unanimously recommends Shareholders to vote in favour
of the Cancellation Resolution at the First General Meeting and the
Liquidation Resolutions at the Second General Meeting, as the Directors intend
to do so in respect of their own beneficial holdings of Ordinary Shares,
representing approximately 16.7% of the Company's existing issued ordinary
share capital.

 

Definitions

Defined terms have the same meaning as used in the Circular unless the context
requires otherwise. Defined terms are set out below.

 

The information contained within this announcement is deemed to constitute
inside information as stipulated under the retained EU law version of the
Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK
law by virtue of the European Union (Withdrawal) Act 2018. The information is
disclosed in accordance with the Company's obligations under Article 17 of the
UK MAR. Upon the publication of this announcement, this inside information is
now considered to be in the public domain.

 

Mark Badros

Chief Executive Officer

27 October 2023

 

Further Information

 

Starvest is a specialist mining and resource investment company and has the
industry knowledge and market exposure to select compelling opportunities
early in the investment cycle.

Investors are encouraged to view our RNS feed on the Starvest web site
www.starvest.co.uk/announcements (http://www.starvest.co.uk/announcements)

Investors are also encouraged to follow and review the RNS and other news
flows issued or otherwise disseminated by Greatland Gold plc, an investee
company which constitutes substantially the largest portion of Starvest's
trading portfolio value and whose share price can influence that of Starvest.
www.greatlandgold.com/media/investor-news/
(http://www.greatlandgold.com/media/investor-news/)

 

Enquiries to:

Starvest PLC

Mark Badros or Gemma Cryan  02077 696 876  info@starvest.co.uk

 

Grant Thornton UK LLP (Nomad)

Colin Aaronson, Harrison Clarke or Ciara Donnelly 02073 835 100

 

SI Capital Ltd (Broker)

Nick Emerson or Sam Lomanto  01483 413 500

 

 

 

 

 

 

 

 

Proposed cancellation of admission to trading on AIM

Proposed members' voluntary liquidation of Starvest plc ("Starvest" or the
"Company")

 

Notice of General Meeting

This morning, the Company announced the following proposals:

·      conditional on Shareholder approval, to cancel the admission of
the Company's Ordinary Shares to trading on AIM (the "Cancellation"); and

·      following the Cancellation, conditional on Shareholder approval,
to place the Company into a solvent members' voluntary liquidation, pursuant
to section 84 of the IA 1986 and section 283 of the Companies Act 2006 (the
"Liquidation") (together the "Proposals").

The purpose of this document is to set out the Board's reasons for the
Proposals and to convene a general meeting at 12 p.m. on Tuesday, 21(st)
November 2023 at which the Shareholders will be asked to consider and, if
appropriate, pass the resolution which will give effect to the Cancellation
("Cancellation Resolution"). Following, and subject to Shareholder approval
of, the Cancellation a further General Meeting ("Second General Meeting") will
be called at which the Shareholders will be asked to consider and, if
appropriate, pass the resolutions which will put the Company into a members'
voluntary liquidation and appoint the Liquidators ("Liquidation Resolutions").

 

1.     Introduction

 

Starvest is a United Kingdom-based investment company supporting early-stage
mineral exploration ventures with a focus on small company new issues and
pre-initial public offering opportunities. While its investing policy does not
limit the Company's investments to the natural resources sector, the vast
majority of the Company's previous investments have been in that sector as are
all of its current portfolio of investments.

The Company acquired its interest in the Greatland Shares in several tranches
since February 2006 at a cost of £417,456. Currently valued at £4,805,000,
based on a closing share price of 6.2 pence on Wednesday, 18(th) October 2023,
the investment in Greatland has appreciated by 1,051%. Over this period, the
aggregate value of the Company's Ordinary Shares has remained at a substantial
discount to the value of its underlying investments, including the Company's
investment in Greatland. As a result of the substantial and persistent
discount of the Company's shares and market capitalisation to the underlying
NAV per share and NAV, the Directors have unanimously decided to recommend
that the Company distribute its Greatland and Ariana interests to the
Company's Shareholders so that they may potentially realise greater value from
direct ownership of these underlying investments than is reflected in the
Company's current share price.

 

However, the Company does not have sufficient distributable reserves to
undertake such a distribution in specie without reducing the Shareholders'
paid-in capital below an allowable amount and, having considered the options
available to the Company, the Directors have resolved that it is in the best
interests of the Shareholders to wind up the Company and distribute its assets
to Shareholders.

 

As part of the Liquidation it is proposed to distribute the Greatland Shares
and the Ariana Shares as distributions in specie to the Shareholders, together
with the surplus cash that remains in the Company, once its creditors have
been paid.

 

Based on the current holdings of Greatland Shares and Ariana Shares, the
Company believes that Greatland Shares will be distributed in a ratio of
approximately 1.33 Greatland Shares for every one share of the Company and
approximately 0.199 Ariana Share for every one share of the Company. In the
discretion of the Board and the Proposed Liquidators, some of the share
portfolio will be retained as necessary to ensure that there is sufficient
cash to pay creditors and meet professional fees.  This may affect the number
of Greatland Shares and Ariana Shares to be distributed.

Notwithstanding any other provision, Shareholders will receive a whole number
of shares and no fractional shares of Greatland or Ariana will be issued.
Shares of Greatland and Ariana that remain after allocating through this
procedure will be allocated by assigning one additional share of Greatland or
Ariana to individual Shareholders in an order determined by the Board, until
all such shares are allocated.

 

Prior to the Liquidation, the Cancellation needs to take place.

 

2.     Timetable

It is currently anticipated that the key dates will be as follows:

 

 Announcement of the Proposals                                 Friday, 27(th) October 2023
 Posting of the Circular and Forms of Proxy                    Friday, 27(th) October 2023
 Latest time and date for receipt of completed Forms of Proxy  12 p.m. on Friday, 17(th) November 2023
 Time and date of First General Meeting                        12 p.m. on Tuesday, 21(st) November 2023
 Company's announcement of result of First General Meeting     Tuesday, 21st November 2023
 Expected last day of dealings in the Ordinary Shares on AIM*  Tuesday, 28(th) November 2023
 Expected time and date of the AIM Cancellation*               7 a.m. on Wednesday, 29(th) November 2023
 Expected date of Second General Meeting*                      Monday, 11(th) December 2023

 

References to times and dates in the timetable above are to London time unless
otherwise stated. Each of the times and dates in the above timetable is
subject to change.

*Shareholders should note that the timing of Cancellation and the Second
General Meeting are estimates and the actual timing may vary.

2.     Effect of the Cancellation

 

If the Cancellation Resolution is passed at the First General Meeting,
Shareholders will no longer be able to buy and sell Ordinary Shares on AIM
after Tuesday, 28(th) November 2023.

 

As a company incorporated in England and Wales, the Company will continue to
be subject to the requirements of the Companies Act 2006.

 

Following the Cancellation taking effect, the Company will no longer be
subject to the AIM Rules for Companies or be required to retain the services
of an independent nominated adviser. The Company will also no longer be
required to comply with the continuing obligations set out in the DTRs or,
provided the Company's securities remain outside the scope of the regulation,
UK MAR. In addition, the Company and its shareholders will no longer be
subject to the provisions of the DTRs relating to the disclosure of changes in
significant shareholdings in the Company.

 

Shareholders who continue to hold Ordinary Shares following the Cancellation
will continue to be notified in writing of the availability of key documents
on the Company's website, including general meeting documents. Holders of
Ordinary Shares will be eligible to receive any future dividends that may be
declared.

 

Details of the application of the City Code, which will continue to apply to
the Company following the Cancellation, are set out below.

 

3.     Transactions in Ordinary Shares prior to and post the proposed
Cancellation

 

Prior to Cancellation

 

Shareholders should note that they will be able to continue trading in the
Ordinary Shares on AIM prior to the date of the Cancellation. If Shareholders
approve the Cancellation, it is anticipated that the last day of dealings in
the Ordinary Shares on AIM will be Tuesday, 28(th) November 2023.

 

Post Cancellation

 

If the Cancellation Resolution is passed at the First General Meeting, the
Company's Ordinary Shares will continue to be traded on AIM until market close
(4.30 p.m. London time) on Tuesday, 28(th) November 2023.  Thereafter,
holders of Ordinary Shares can still hold the Ordinary Shares, but there will
be no public market on which the Ordinary Shares can be traded. Following the
Cancellation, the Company does not intend to put in place alternative
arrangements to provide a mechanism to assist Shareholders to sell Ordinary
Share prior to the proposed Liquidation.

 

4.     Application of the City Code following the Cancellation

 

Following the Cancellation, Shareholders will continue to benefit from the
protection afforded by the Companies Act 2006 (as the Company remains
incorporated in England and Wales).

 

The City Code is issued and administered by the Panel. Starvest is a company
to which the City Code currently applies, and its shareholders are accordingly
entitled to the protections afforded by the City Code. The City Code and the
Panel operate principally to ensure that shareholders are treated fairly and
not denied an opportunity to decide of the merits of a takeover and the
shareholders of the same class are afforded equivalent treatment by an
offeror. The City Code also provides an orderly framework within which
takeovers are conducted.  In addition, it is designed to promote, in
conjunction with other regulatory regimes, the integrity of the financial
markets. You can view a copy of the code at
http://www.thetakeoverpanel.org.uk/the-code
(http://www.thetakeoverpanel.org.uk/the-code) .

 

Following the Cancellation, as the Company will remain a public limited
company incorporated in England and Wales but its securities will not be
admitted to trading on a regulated market or multilateral trading facility in
the United Kingdom (or a stock exchange in the Channel Islands or the Isle of
Man), the City Code will only apply to the Company if it is considered by the
Panel to have its place of central management and control in the United
Kingdom (or the Channel Islands or the Isle of Man). This is known as the
"residency test". The way in which the test for central management and control
is applied for the purposes of the City Code may be different from the way in
which it is applied by the United Kingdom tax authorities, HMRC. Under the
City Code, the Panel looks to where the majority of the directors of the
Company are resident, amongst other factors, for the purposes of determining
where the Company has its place of central management and control.

 

The Panel has confirmed to the Company that following the Cancellation, based
on the current composition of the Board, the City Code will not apply to the
Company. However, the City Code could apply to the Company in the future if
any changes to the Board composition result in the Panel considering that the
Company has its place of central management and control in the United Kingdom
(or the Channel Islands or the Isle of Man)

 

5.     Liquidation

 

It is proposed, subject to and following the Cancellation, that the Company
enters into a solvent members' voluntary liquidation.

 

It is proposed that following the Cancellation but before the Company enters
into the Liquidation, all of the Company's assets in its investment portfolio,
other than the Greatland Shares and the Ariana Shares, will be sold.

It is proposed, subject to the Shareholders placing the Company into a
members' voluntary liquidation through the passing of the Liquidation
Resolutions at the Second General Meeting, that the Liquidators distribute the
Greatland Shares and the Ariana Shares, to the Shareholders as a distribution
in specie and distribute the cash, if any, that remains in the Company.

 

It is expected that the Liquidators will distribute the Greatland Shares and
the Ariana Shares, together with the remaining cash, very shortly after their
appointment, In the discretion of the Board and the Proposed Liquidators, some
of the share portfolio will be retained as necessary to ensure that there is
sufficient cash to pay creditors and meet professional fees. This may affect
the number of Greatland Shares and Ariana Shares to be distributed. The
remaining proceeds will be returned to the Shareholders as soon as possible
thereafter.

 

6.     Taxation

Upon receipt of a capital distribution in the course of the liquidation of the
Company, Shareholders will be treated as disposing of their Ordinary Shares
for consideration equal to the aggregate market value as of the distribution
date of the Greatland Shares and the Ariana Shares that they receive, plus the
amount of any cash received.

For a UK tax-resident individual this will give rise to a capital gain or loss
on the difference between the value of the consideration received, less the
cost of their Ordinary Shares. In the event of a capital gain, to the extent
there are no offsetting capital losses, Capital Gains Tax will be payable at a
rate of 20% of that gain. The tax due on distributions received before
5(th) April 2024 will become payable on 31(st) January 2025. In the event of
a capital loss, this may be available to carry forward indefinitely against
future capital gains.

A UK tax-resident company will owe Corporation Tax on Capital Gains at its
marginal rate 9 months after the end of the fiscal year in which the
distribution is received. Similarly, a capital loss arising may be carried
forward and offset against future capital gains.

Non-UK resident investors will be subject to the rules prevailing in their
respective tax jurisdictions.

This information is provided for general guidance only and should not be
construed as comprising taxation advice. Shareholders should seek tax advice
on their own particular circumstances from appropriate professional advisors.

 

 

7.     Process for the AIM Cancellation

 

Under Rule 41 of the AIM Rules, it is a requirement that the AIM Cancellation
must be approved by not less than 75% of votes cast by Shareholders at a
general meeting of the Company. In addition, any AIM-quoted company that
wishes for the London Stock Exchange to cancel the admission of its shares to
trading on AIM is required to notify shareholders and to separately inform the
London Stock Exchange of its preferred cancellation date at least 20 Business
Days prior to such date.

Accordingly, the Board is hereby convening the First General Meeting to vote
on the Cancellation Resolution and has notified the London Stock Exchange of
the Company's intention, subject to the Cancellation Resolution being passed
at the First General Meeting, to cancel the Company's admission of the
Ordinary Shares to trading on AIM on Tuesday, 21(st) November 2023. The AIM
Cancellation will not take effect until at least five clear Business Days
have passed following the passing of the Cancellation Resolution and a dealing
notice has been issued by the London Stock Exchange.

 

If the Cancellation Resolution is passed at the First General Meeting, it is
expected that the last day of trading in Ordinary Shares on AIM will be
Tuesday, 28(th) November 2023 and that the AIM Cancellation will take effect
at 7 a.m. on Wednesday, 29(th) November 2023.

 

8.     Record Date

 

The First General Meeting Record Date is 12 p.m. on Friday, 17(th) November
2023. To be on the register of members of Starvest at the Record Date,
transfers of Ordinary Shares in uncertificated form must take place by 6 p.m.
on the day prior the Record Time and transfers in certificated form must be
received by the Company's registrar by 6 p.m. on the day prior to the Record
Time.

 

Shareholders will be notified of the Second General Meeting Record Date in due
course.

 

9.     First General Meeting and Action to be taken

 

The Cancellation is conditional on the passing of the Cancellation Resolution,
which will be proposed as a special resolution requiring the support of 75% of
those voting in person or by proxy. A separate proxy form will be forwarded to
all Shareholders. Accordingly, you will find set out at the end of this
document a notice convening the First General Meeting to be held at the
offices of Grant Thornton UK LLP, 30 Finsbury Square, London EC2A 1AG. The
Cancellation Resolution is to approve the Cancellation, as required under the
articles of association of the Company and the AIM rules.

 

10.  Steps following the First General Meeting

 

Assuming that the Cancellation Resolution is passed at the First General
Meeting the following will take place:

 

·      The listing of the Company's Ordinary Shares to trading on AIM
will be cancelled and the Company will cease to trade on AIM. This is expected
to take place at 7 a.m. on Wednesday, 29(th) November 2023. The listing of the
Company's Ordinary Shares on AIM will already have been suspended from 4.30
p.m. London time on Tuesday, 28(th) November 2023.

·      The Board will pay the Company's creditors, if and to the extent
that cash is available therefore, and liquidate the Company's assets, other
than the Greatland Shares and the Ariana Shares.  Based on the Company's
latest balance sheet and internal projections, the Board believes that all
creditor claims will be paid in full. If necessary, some of the share
portfolio will be retained to ensure that there is sufficient cash to pay
creditors and meet professional fees.  This may affect the number of
Greatland Shares and Ariana Shares to be distributed.

·      Once the Board has paid the Company's creditors, so far as they
can, and liquidated the Company's assets, other than the Greatland Shares and
the Ariana Shares, the Board will call the Second General Meeting to consider
the Liquidation. Any residual claims will be settled in the Liquidation.

 

11.  Second General Meeting and Action to be taken

The Liquidation is conditional on the passing of the Liquidation Resolutions,
one of which will be proposed as a special resolution, requiring the support
of 75% of those voting in person or by proxy, the other of which will be
proposed as an ordinary resolution, requiring the support of more than 50% of
those voting in person or by proxy. A separate proxy form will be forwarded to
all Shareholders.

 

12.  Steps following the Second General Meeting

Assuming that the Liquidation Resolutions are passed at the Second General
Meeting, the following will take place;-

·      The Company will enter into members' voluntary liquidation.

·      Michael Solomons and Andrew Pears of Moorfield Advisory will be
appointed as the joint liquidators of the Company.

·      All creditors will be paid in full.

·      The Liquidators will make the liquidation distributions as set
out above.

·      No further audited financial statements or half yearly reports
will be issued by the Company.  The Liquidators will file final annual
accounts.

13.  Recommendation

The Board consider for the reasons set out above, that the Resolutions are in
the best interests of the Shareholders as a whole. Accordingly, the Board
unanimously recommends Shareholders to vote in favour of the Cancellation
Resolution at the First General Meeting and the Liquidation Resolutions at the
Second General Meeting, as the Directors intend to do so in respect of their
own beneficial holdings of Ordinary Shares, representing approximately 16.7%
of the Company's existing issued ordinary share capital.

No forecast or projection of business or financial results is expressed or
implied from the statements above.

Yours faithfully

 

CALLUM BAXTER

CHAIRMAN

 

 

 

 

 

 

 

 

DEFINITIONS

 

The following definitions apply throughout this document, unless the context
requires otherwise:

 

AIM                                               the
market of that name operated by the London Stock Exchange.

AIM Rules                                    the AIM Rules
for Companies published by the London Stock Exchange for the time being.

Ariana                                           Ariana
Resources plc, a company whose shares are quoted on AIM.

Ariana
Shares                             11,600,000
ordinary shares of Ariana Resources plc, held by the Company.

Board                                            the
board of directors of the Company.

 

Business Day                              any day on which
banks are open for business in London other than a Saturday, Sunday or
statutory holiday.

CA 2006                                       the
Companies Act 2006, as amended.

 

Cancellation                                 conditional on
Shareholder approval, the cancellation of the admission of the Company's
Ordinary Shares to trading on AIM.

Cancellation Resolution             the resolution which, conditional
on Shareholder approval, will give effect to the Cancellation.

City Code                                     the City Code
on Takeovers and Mergers.

Company or Starvest                  Starvest plc, a public limited
liability company incorporated and registered inEngland and Wales (with
registration number 03981468) whose registered office is at Salisbury House,
London Wall, London EC2M 5PS.

CREST                                         the
computerised settlement system (as defined in the CREST Regulations) operated
by Euroclear which facilitates the holding and transfer of title to shares in
uncertificated form.

CREST Regulations                    the Uncertificated Securities
Regulations 2001 (SI  2001 No.

3755) as amended.

DTRs                                              the
Disclosure Guidance and Transparency Rules of the FCA.

Directors                                       the
directors of the Company as at the date of this document whose names are
listed on page 3 of this document.

 

FCA                                              the
Financial Conduct Authority.

 

First General Meeting                the general meeting of the
Company convened pursuant to the Notice and to be held at the offices of Grant
Thornton UK LLP, 30 Finsbury Square, London EC2A 1AG at 12 p.m. on Tuesday,
21(st) November 2023 at which Shareholders will be invited to consider and, if
appropriate, pass the Cancellation Resolution.

 

First General Meeting Record Date    12 p.m. on Friday, 17(th) November
2023.

 

Form of Proxy                               the form of proxy
for use at the First General Meeting.

Greatland                                      Greatland
Gold plc, a company whose shares are quoted on AIM

Greatland Shares                         77,500,000 ordinary
shares of Greatland Gold Plc held by the Company

Group                                            the
Company and its subsidiary undertakings from time to time

IA
1986                                          Insolvency
Act 1986, as amended.

Liquidation                                   following the
Cancellation, conditional on Shareholder approval, the placing of the Company
into a solvent members' voluntary liquidation, pursuant to section 84 of the
IA 1986 and section 283 of the Companies Act 2006.

Liquidation Resolutions              the resolutions which,
conditional on Shareholder approval, will give effect to the Liquidation.

London Stock Exchange             London Stock Exchange plc.

 

Notice                                             the
notice of First General Meeting which is set out at the end of this document.

 

Ordinary Shares                             ordinary shares of
1 pence each in the capital of the Company.

Panel
  the Panel on Takeovers and Mergers being the United Kingdom's regulatory
body charged with the administration of the City Code.

Proposed Liquidators                    Michael Solomons
and Andrew Pear of Moorfields Advisory.

Resolutions
together the Cancellation Resolution and the Liquidation Resolutions.

Second General Meeting               subject to the passing of the
Cancellation Resolution, the general meeting of the Company to be convened at
which Shareholders will be invited to consider and, if appropriate, pass the
Liquidation Resolutions.

 

Second General Meeting Record   the record date for the Second General
Meeting.

Date

 

Shareholders                                   the
registered holders of Ordinary Shares.

UK or United Kingdom                  the United Kingdom of
Great Britain and Northern Ireland.

 

UK MAR
 Regulation (EU) No. 596/2014 which forms part of the domestic law in the
United Kingdom pursuant to the European Union (Withdrawal) Act 2018.

Uncertificated                                  recorded on
the relevant register of the share or security concerned as being held in
uncertificated form in CREST and title to which, by virtue of the CREST
Regulations may be transferred by means of CREST.

 

 

 

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