REG - Cambria Africa PLC - Proposed Cancellation & Notice of GM

Cambria AfricaAnnouncement

23/09/2024 12:15

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RNS Number : 2670F  Cambria Africa PLC  23 September 2024

23 September 2024

 

Cambria Africa Plc

("Cambria" or the "Company")

 

Proposed cancellation of admission to trading on AIM of the Ordinary Shares

Amendment to the Articles of Association

and

Notice of General Meeting

 

Further to the announcement on 27 August 2024, Cambria Africa Plc (AIM:CMB),
is today announcing that a circular (the "Circular") will be sent to
Shareholders later today detailing the following Resolutions to be considered
at a General Meeting scheduled for 3.00 p.m. 10 October 2024:

 

Resolution 1- Cancellation of the admission of the Company's Shares to trading
on AIM: The Company is seeking Shareholder' approval for the cancellation of
the admission of its Ordinary Shares to trading on AIM. This letter sets out
the background and reasons for the proposed Cancellation. The Board has
undertaken a review of the Company`s position and future prospects including
the benefits and drawbacks to the Company retaining its admission on AIM. The
Board has concluded that Cancellation is in the best interests of the Company
and its Shareholders as a whole.

Resolution 2 - Amendment to the Articles of Association: The Company is
seeking approval to amend its Articles of Association. This amendment is
intended to provide the Board with greater flexibility in distributing capital
to Shareholders, either in cash or in specie, in a manner that is fair and
proportional. This amendment is aligned with the Boards objectives of
maximizing shareholder value post-Cancellation.

As set out below, irrespective of whether Shareholders vote in favour or
against Resolution 1, there is the risk that the Company's Ordinary Shares
will have its admission to trading on AIM cancelled as a result of either:

a)   the Company's failure to publish its Results by 7.00 a.m. on 14 October
2024; or

b)   the Company ceasing to have a nominated adviser by 7.00 a.m. on 14
November 2024.

and such cancellation will take place on those respective dates, should the
admission of the Company's trading on AIM not have been cancelled prior to
these dates. Furthermore should the Company at any point notify that it cannot
meet the extended deadline of 7.00 a.m. on 14 October 2024 to publish its
results it will be cancelled with immediate effect.

 

The Circular sets out the background for the proposed Cancellation and the
Amendments to the Articles. A copy of the Circular will be made available for
inspection in the investor relations section of the Company's website:
https://www.cambriaafrica.com/ (https://www.cambriaafrica.com/)

 

Extracts of the Circular are set out below:

 

2.   Background and reasons for the proposed Cancellation

Cambria Africa Plc was established in 2007 with the objective of enabling
investors to benefit from the anticipated significant improvements in the
Zimbabwean economy. The current management and Directors assumed control of
the Company in July 2015, following a subscription in April 2015, in which
Ventures Africa Limited, beneficially held by Samir Shasha acquired a 51
percent interest in the Company. At the date of this document Samir Shasha is
beneficially interested in 69.2 percent of the Company's Issued Share Capital,
which are now held by Encyclia Logistics Limited to which VAL shares were
ceded.

Under the current management team, the Company successfully negotiated a
substantial settlement with Lonrho, repaid all external debts, and restored
the Company to profitability. Demonstrating confidence in the Company's
future, VAL, whose shares are now held by Encyclia Logistics, converted most
of its loans to equity in Open Offers.

The reintroduction of the Zimbabwean currency in February 2019 dealt a severe
blow to Paynet Zimbabwe, the Company's main business, which operated a bulk
payment and settlement service for all the main banks in Zimbabwe. The dispute
with banks over maintaining payments in foreign currency led to the loss of
all banking contracts in Zimbabwe. Efforts to stabilize the business through a
joint venture with Ecocash, the country's main mobile operator, were thwarted
by government restrictions on bulk payments through mobile payment operators.
Additionally, the COVID-19 pandemic effectively marked the end of the
Company's chemical business, Millchem, despite an attempt to pivot into
manufacturing and distributing hand sanitizers.

As of the date of this document, the Company retains a 51 per cent interest in
Tradanet, which processes loans for the Central African Building Society
(CABS) and operates a small joint venture in payroll processing. Payserv
Africa also continues to hold the intellectual property for Paynet software.

Given the significant reduction in the Company's operations, the Board
reviewed its status and future options including the benefits and drawbacks to
the Company retaining its admission on AIM. The Board has concluded that the
Cancellation is in the best interests of the Company and its Shareholders as a
whole. In reaching this conclusion, the Board has considered the following key
factors:
 

·      The administrative, legal, and regulatory burden associated with
maintaining the Company's admission to trading on AIM is, in the Directors'
opinion, disproportionate to the benefits. The Directors' believe that this
time can be more effectively invested in realizing value for Shareholders at
the holding level, giving management more flexibility to best serve
Shareholders

 

·    Permanent cost savings to be achieved by the Cancellation. While
management has been able to significantly reduce central costs, the
Cancellation will result in further savings, including fees payable to the
London Stock Exchange and the Nominated Adviser, as well as lower audit costs.

 

·    Discount to NAV of the Company's share price. As at 29 February 2024
(being the last trading day prior to its suspension) the Company's share price
was 0.225 pence per Ordinary Share, compared with an unaudited liquid NAV of
0.76 pence (as at 23 August 2024) and a potential recovery of 0.38 pence from
illiquid assets (as at 23 August 2024).

 

·    The free float of the Company is only c.30%, resulting in low trading
volumes and significant illiquidity, preventing Shareholders from achieving
the best value for their shares.

 

·      The Company has not utilised its admission on AIM to raise fresh
capital or issue paper consideration to fund acquisitions since 2018.

 

·      The Board feels it has exhausted any opportunities to identify
suitors for the listing as a cash shell or other strategies to leverage its
listing status. Further delays in delisting will only serve to deplete cash
resources.

Under the AIM Rules, it is a requirement that a cancellation is approved by
not less than 75 per cent of the votes cast, whether in person or by proxy in
general meeting of Shareholders.  Samir Shasha, the CEO, who is beneficially
interested in 69.2 percent of the Company's Issued Share Capital held via
Encyclia Logistics Limited, will recuse himself from voting in favour of
delisting at the General Meeting.

3.   Effect of Cancellation on Shareholders

The principal effects that the Cancellation would have on Shareholders are as
follows:

·      as a private company, there will be no formal market mechanism
enabling Shareholders to trade their Ordinary Shares (other than any limited
off-market mechanism to be provided by a third party service provider);

·      while the Ordinary Shares will remain freely transferable, it is
possible that the liquidity and marketability of the Ordinary Shares will, in
the future, be more constrained than at present and the value of such Ordinary
Shares may be adversely affected as a consequence;

·      there will be no formal market quote or live pricing for the
Ordinary Shares, therefore it may be difficult to sell Ordinary Shares or for
Shareholders to determine the market value of their investment in the Company,
compared to shares of companies admitted to trading on AIM (or any other
recognized market or trading exchange);

·      the regulatory and financial reporting regime applicable to
companies whose shares are admitted to trading on AIM will no longer apply and
the Company will no longer be subject to the Market Abuse Regulation
regulating inside information or the Disclosure and Transparency Rules and so
will therefore no longer be required to disclose significant shareholdings in
the Company;

·      Shareholders will no longer be afforded the protections given by
the AIM Rules, such as the requirement to be notified of certain events, AIM
Rule 26 (requirement to provide certain information on the Company's website),
and the requirement that the Company seek Shareholder approval for certain
corporate actions, where applicable, including substantial transactions,
reverse takeovers, related party transactions and fundamental changes in the
Company's business;

·      the levels of transparency and corporate governance within the
Company may not be as stringent as for a company quoted on AIM;

·      WH Ireland will cease to be the Company's nominated adviser, and
the Company will cease to have a broker;

·      whilst the Company's CREST facility will remain in place
immediately post the Cancellation, the Company's CREST facility may be
cancelled in the future. Although the Ordinary Shares will remain
transferable, they may cease to be transferable through CREST. In this
instance, Shareholders who hold Ordinary Shares in CREST will receive share
certificates;

·      stamp duty will be payable on transfers of Ordinary Shares as the
Ordinary Shares will no longer be traded on AIM; and

·      the Cancellation may have personal taxation consequences for
Shareholders. Shareholders who are in any doubt about their tax position
should consult their own professional independent tax adviser.

 

Shareholders should also note that the Takeover Code may continue to apply to
the Company following the Cancellation for a period of ten years, provided the
Company continues to have its place of central management and control in the
UK, Channel Islands or Isle of Man. However, in the event that subsequent to
the Cancellation further Board changes result in the Company's place of
central management and control being outside the UK, Channel Islands or Isle
of Man, then the Company may not be subject to the Takeover Code. Shareholders
should also note that the Panel has recently issued a public consultation
regarding possible changes to the Takeover Code which, if adopted, would
amongst other things shorten the period during which the Takeover Code
potentially continues to apply to a company following its delisting. If these
rule changes are adopted in the form and broadly in the timescale proposed,
the Company would cease to be subject to the Takeover Code three years after
the date of implementation of such changes. Shareholders are reminded that the
Rule 9 approval as required by the Takeover Code  to Ventures Africa Limited
(VAL) to subscribe to and hold over 50 percent of the Company's shares, was
approved by Shareholders.  These shares are now held by Encyclia Logistics
Limited (Encyclia). Samir Shasha is UBO of 100% of VAL and Encyclia.

 

The above considerations are not exhaustive, and Shareholders should seek
their own independent advice when assessing the likely impact of the
Cancellation on them.

Following the Cancellation becoming effective, the Board intends to provide
certain facilities and services to Shareholders, including:

-       holding Annual General Meetings and, when required, other
General Meetings, in accordance with the applicable statutory requirements and
the Articles of the Company.

-       maintaining an "investors" section on the Company's website at
www.cambriaafrica.com (http://www.cambriaafrica.com) providing information on
any significant events or developments in which Shareholders may be
interested.

 

Shareholders should be aware that if the Cancellation takes effect, they will
at that time cease to hold Shares in a company whose shares are admitted to
trading on AIM and the matters set out above will automatically apply to the
Company from the date of the Cancellation.

 

Shareholders who are in any doubt about their taxation position should consult
their own independent professional adviser.

 

4.   Process for the Cancellation

 

In accordance with Rule 41 of the AIM Rules, the Company has notified the
London Stock Exchange of its intention to cancel Admission subject to
Shareholders' approval and giving 20 Business Days' notice. In addition, a
period of at least five clear Business Days following Shareholders' approval
of Resolution 1 is required before the Cancellation may become effective.
Under the AIM Rules, it is a requirement that the Cancellation is approved by
the requisite majority of Shareholders voting at the General Meeting (being
not less than 75 percent of the votes cast, whether in person or by proxy).
Accordingly, Resolution 1 seeks Shareholders' approval of the Cancellation.
Subject to Resolution 1 being passed and the Company publishing its Results,
it is anticipated that trading in the Ordinary Shares on AIM will cease at the
close of business on 11 October 2024 with the Cancellation taking effect at
7.00 a.m. on 22 October 2024.

 

5.   Ordinary Share dealing following the Cancellation

Although the Ordinary Shares will remain freely transferable following the
Cancellation, they will no longer be tradeable on AIM. Should Resolution 1 be
approved by Shareholders at the General Meeting, the Board is aware that
liquidity in, and marketability of, the Ordinary Shares will be very limited
and holdings of Ordinary Shares will be difficult to value and to trade.The
Company is in discussions with Asset Match and similar entities to facilitate
the buying and selling of Ordinary Shares on such platforms on a matched
bargain basis following Cancellation. Shareholders should also be aware that
this is proposal by the Company and may not be implement immediately or at all
and any arrangements set out above could be withdrawn at a later date.

 

6.   Amendments to the Articles

As announced on 27 August 2024, the Company intends to return up to US$ 5.4
Million (US¢ 1.00 per share or c.0.76 pence) to Shareholders in two tranches,
as it receives the expected payments at the holding level. The final
distribution will be determined by the proposed sale of assets as outlined
below and there can be no guarantee of the proceeds to be received or that
they will all be realised.

 

Cambria is carefully considering the most effective and tax-efficient method
to return capital to Shareholders, whether through distribution or redemption.
To facilitate this process, the Board proposes to amend the Articles, allowing
Directors to distribute capital in cash through a compulsory pro rata
redemption of shares in a fair and proportional manner as provided for under
the Isle of Man Companies Act of 2006 and Articles 4.4 and 11 of the Company's
Articles of Association. The Directors believe this amendment will allow the
Board to optimize the timing and method of capital distributions, ensuring
that Shareholders can receive value in the most efficient way possible under
the Isle of Man Companies Act of 2006. To approve the amendment Shareholders
approval is sought via Resolution 2.

 

7.   Current trading, prospects and update on timing of release of Results

Cambria has been suspended since 1 March 2024 and remains suspended for
failure to release its audited results for fiscal year ended 31 August 2023
and interim results for the six-month period ended 29 February 2024 (together,
the "Results"). On 27 August 2024, the Company announced that it expected to
publish its Results on or around 30 September 2024, Following further
discussions with the Company's auditors, the Directors now expects that the
Results will be published in the second week of October 2024. There can be no
assurance that the Company will publish its Results by 7.00 a.m. on 14 October
2024. If the Company does not publish its Results by 7.00 a.m. on 14 October
2024, the Company's admission to trading on AIM will be cancelled pursuant to
AIM Rule 41, with its securities having been suspended for more than six
months, regardless of whether Shareholders vote for or against Resolution 1.

 

If the Results are published prior to 7:00 am on 11 October 2024, the
suspension of trading will be lifted, and Shareholders will have an
opportunity to trade their Ordinary Shares on AIM.  However, should the
Company fail to appoint a replacement Nominated Adviser by 14 October 2024,
trading will be suspended again at 7:00 a.m. on that date, as further outlined
in paragraph 11.

 

Shareholders should be aware that if the Company is unable to publish its
Results and have trading restored by 7.00 a.m. on 14 October 2024, there will
be no window for trading shares on AIM. In this event, the Company's
cancellation timetable will be superseded, and its admission to AIM will be
cancelled pursuant to AIM Rule 41. This rule mandates the cancellation of any
company whose securities have been suspended for more than six months due to
failure to publish Results.

It was announced on 27 August 2024 that the Company intends to return up to
US$ 5.4 Million (US¢ 1.00 per share or c.0.76 pence) to Shareholders in two
tranches, as it receives the expected payments at the holding level. The
Company announced that it expected to receive a further US$1 million from the
sale of the Radar Shares by mid-September- of that amount the Company has
received US$300,000 and the buyer will provide a bank guarantee for the
remaining US$700,000. All the amounts outstanding  since 11 June 2024 have
attracted and will attract an interest coupon of 10 percent per annum. The
final distribution will be determined by the proposed sale of assets and there
can be no guarantee of the proceeds to be received or that they will all be
realised. Cambria announced that it was carefully considering the most
effective and tax-efficient method to return capital to Shareholders, whether
through distribution or redemption. The Directors believe the proposed
amendment to the Articles, further details of which are set out in paragraph
6, will assist the Company in implementing the distribution.

As at the date of this document there have been no changes to the Company's
portfolio concerning acquisitions or disposals since the announcement issued
on 27 August 2024.

Following the Cancellation, the Company will continue to work to maximize the
value of its existing assets and seek an orderly exit from the Company's
existing portfolio of investments, returning cash to its Shareholders.

The Directors also intend to keep Shareholders informed of the Company's
financial and operational performance through periodic updates via the
Company's website, www.cambriaafrica.com (http://www.cambriaafrica.com) . The
Company will consider listing its shares on Asset Match if Shareholders
approve the delisting.

 

 

8.   Taxation

Shareholders are strongly advised to consult their professional advisers about
their own personal tax position arising in connection with the Cancellation.

 

 

9.   General Meeting

 

Set out at the end of this document is a notice convening a General Meeting of
the Company to be held at 175 Piccadilly, London, W1J 9EN at 3.00 p.m. on 10
October 2024. The Notice of General Meeting sets out the proposed Resolutions
to approve the Cancellation and the amendments to the Articles upon which
Shareholders will be asked to vote.

 

To become effective the Resolutions require the approval of not less than 75
percent of the Shareholders voting either directly or indirectly via proxy at
the General Meeting.

10.  Action to be taken

A Form of Proxy is enclosed for use at the General Meeting.

 

The Company encourages all Shareholders to either submit their Form of Proxy
or use the CREST Proxy Voting Service. The completion and return of the Form
of Proxy will not preclude the Shareholders from attending the General Meeting
and voting in person should they so wish.

 

Completed Forms of Proxy should be returned to Neville Registrars Limited at
Neville House, Steelpark Road, Halesowen, West Midlands, United Kingdom, B62
8HD or via email to info@nevilleregistrars.co.uk
(mailto:info@nevilleregistrars.co.uk) ,as soon as possible and, in any event,
by not later than 3.00 p.m. on 8 October 2024.

11.  Nominated Adviser

The Company also notes the announcement made by WH Ireland Group Plc ("WHIG")
on 15 July 2024, confirming that following the sale of its capital markets
division WHIG's subsidiary, WH Ireland Limited, the Company's Nominated
Adviser, will cease to act as a Nominated Adviser with effect from 8.00 a.m.
on 14 October 2024.

Given the Company's proposed Cancellation, the Directors have decided not to
appoint a new Nominated Adviser. Consequently, the Company will cease to have
a Nominated Adviser effective from 8:00 a.m. on 14 October 2024. As a result,
the Company will again be suspended as of 7:00 a.m. on 14 October 2024,
pursuant to AIM Rule 1, for failing to retain a Nominated Adviser.

In the event Shareholders vote against the Resolution 1 (and the Company has
published its Results by 7.00 on 14 October 2024), the Company will need to
appoint a new Nominated Adviser before 7.00 a.m. on 14 November 2024. If the
Company fails to appoint a new Nominated Adviser by 7.00 a.m. on 14 November
2024 the Company's admission to trading on AIM will be cancelled at 7.00 a.m.
on 14 November 2024 pursuant to AIM Rule 1, for failing to appoint a
replacement nominated adviser.

12.  Risk Factors

12.1 There can be no assurance that the Company will publish its Results by
7.00 a.m. on 14 October 2024. If the Company do not publish its Results and
it's trading is not restored by 7.00 a.m. on 14 October 2024, regardless of
whether Shareholders have voted in favour or against Resolution 1, the
Company's Cancellation Timetable will be suspended and the Company's admission
to trading on AIM will be cancelled at  7.00 a.m. on 14 October 2024
pursuant  to AIM Rule 41, with its securities having been suspended for more
than six months.

12.2 Even if the Company publish its Results by 7.00 a.m. on 14 October 2024,
the Company will cease to have a Nominated Adviser with effect from 8.00 a.m.
on 14 October 2024 and as a result the Company will be suspended with effect
from 7.00 a.m. on 14 October 2024, pursuant to AIM Rule 1, for failing to
retain a nominated adviser (please refer to paragraph 11 for further details).

 

12.3 In the event Shareholders vote against Resolution 1 (and the Company has
published its Results by 7.00 on 14 October 2024), the Company will need to
appoint a new Nominated Adviser before 7.00 a.m. on 14 November 2024. If the
Company fails to appoint a new Nominated Adviser by 7.00 a.m. on 14 November
2024 the Company's admission to trading on AIM will be cancelled at  7.00
a.m. on 14 October 2024 pursuant  to AIM Rule 1, for failing to to appoint a
replacement nominated adviser.

 

12.4 There may be no or a very limited opportunity for Shareholders to trade
their Ordinary Shares on AIM prior to Cancellation.

 

12.4.1   If the Company have not publish its Results  by 7.00 a.m. on 11
October 2024, there will be no opportunity for Shareholders to trade their
Ordinary Shares on AIM as the Company's admission to trading on AIM will be
cancelled as further described in paragraph 12.1.

 

12.4.2   If the Company has published its Results by 7.00 a.m. on 11 October
2024, Shareholders will have an opportunity to trade their Ordinary Shares on
AIM until 4.30 p.m. on 11 October 2024, as the Company will be suspended from
7.00 on 14 October 2024 as further described in paragraph 12.2.

13.  Recommendation

The Directors consider the Proposals to be in the best interests of the
Company and its Shareholders as a whole.  Accordingly, the Board unanimously
recommends Shareholders to vote in favour of the Resolutions to be proposed at
the General Meeting.

Samir Shasha, the CEO and ultimate beneficial owner of 69.2 percent of
Cambria's issued share capital has recused himself from voting in favour of
the Cancellation. As a result, the Directors, other than Samir Shasha, intend
to vote in favour of the Cancellation in respect of their own beneficial
shareholdings. In respect of the amendment to the Articles of Association, all
the Directors, including Samir Shasha, intend to vote in favour, as they
intend to do in respect of their beneficial holding

 

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

All references to time in this document are to London time and the dates and
times given are based on the Company's current expectations and may be subject
to change.

 

If any of the below time and/ or dates change, the revised times and/ or dates
will be announced via a Regulatory Information Service.

 
                                                           2024
 Announcement of the Cancellation pursuant to AIM Rule 41  23 September
 Publication and posting of this document                  23 September
 Latest time and date for receipt of Form of Proxy         3.00 p.m. 8 October
 General Meeting                                           3.00 p.m. 10 October
 Announcement of the result of General Meeting             10 October
 Last day of dealings in Ordinary Shares on AIM*           11 October
 Expected time and date of the Cancellation                22 October

 

The Cancellation requires the approval of not less than 75 per cent. of votes
cast by Shareholders, whether voting in person or by proxy, at the General
Meeting.

 

*Subject to the Company releasing its results before 7am on 11 October 2024

 

DEFINITIONS

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

 "Admission"                                the admission of the Ordinary Shares to trading on AIM
 "Act"                                      the Companies Act 2006 (as amended)
 "AIM"                                      AIM, a market operated by London Stock Exchange plc
 "AIM Rules"                                the AIM Rules for Companies as published by London Stock Exchange from time to
                                            time
 "Articles of Association"                  the articles of association of the Company
 "Board" or "Directors"                     the directors of the Company whose names appear on page 5 of this document
 "Business Day"                             a day other than a Saturday or Sunday or public holiday in England and Wales
                                            on which banks are open in London for general commercial business
 "Cancellation"                             the proposed cancellation of Admission, subject to the passing of the
                                            Resolution 1 and in accordance with the Rule 41 of the AIM Rules
 "Cancellation Timetable"                   the  expected timetable of principal events set out on page 2
  "Takeover Code"                           the City Code on Takeovers and Mergers, as amended from time to time
 "Company" or "Cambria"                     Cambria Africa plc, a company incorporated and registered in the Isle of Man
                                            with registered number 001773V
 "CREST"                                    the relevant system (as defined in the CREST Regulations) in respect of which
                                            Euroclear UK & International Limited is the Operator (as defined in the
                                            CREST Regulations)
 "CREST Regulations"                        the Uncertificated Securities Regulations 2001, as amended
 "Form of Proxy"                            the form of proxy for use in connection with the General Meeting which
                                            accompanies this document
 "General Meeting"                          the general meeting of the Company convened for 3.00pm on 10 October 2024, the
                                            notice convening which is set out at the end of this document
 "Issued Share Capital"                     the issued share capital of the Company on 20 September 2024, being the last
                                            Business Day prior to the publication of this document, being 544,575,605
                                            Ordinary Shares
 "London Stock Exchange"                    London Stock Exchange plc
 "Market Abuse Regulation"                  the Market Abuse Regulation (Regulation S96 / 2014)
 "Notice of General Meeting"                the notice of the General Meeting set out at the end of this document
 "Ordinary Shares" or "Shares"              ordinary shares of 0.01 pence (£0.0001) each in the share capital of the
                                            Company
 "Panel"                                    the Panel on Takeovers and Mergers
 "Registrar"                                Neville Registrars Limited, Neville House, Steelpark Road, Halesowen B62 8HD
 "Regulatory Information Service" or "RIS"  a regulatory information service as defined by the AIM Rules
 "Results"                                  audited results for fiscal year ended 31 August 2023 and interim results for
                                            the six-month period ended 29 February 2024
 "Resolutions"                              the resolutions to be proposed at the General Meeting to be held pursuant to
                                            the notice set out at the end of this document
 "Shareholders"                             holders of Ordinary Shares (excluding the Company)
 "UK" or "United Kingdom"                   the United Kingdom of Great Britain and Northern Ireland

 

 

 Contacts
 Cambria Africa Plc            www.cambriaafrica.com (http://www.cambriaafrica.com/)
 Samir Shasha                  +44 (0)20 3287 8814

 WH Ireland Limited
 James Joyce / Sarah Mather    +44 (0) 20 7220 1666

 

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