JZ CAPITAL PARTNERS LIMITED (the
"Company")
(a closed-end collective investment scheme incorporated with
limited liability under the laws of Guernsey with registered number 48761)
LEI: 549300TZCK08Q16HHU44
Proposed return of capital to Ordinary Shareholders
of up to US$30 million by way of
Tender Offer and resultant Off-Market Acquisitions
to purchase Ordinary Shares at US$9.39 per Ordinary Share
and
Recommended Proposals to
approve:
The Company’s proposed disposals
of ownership interests in each of
Jordan Health Products, LLC ("Avante"), MERS Holdings, LLC ("MERS")
and Tech Industries, LLP ("Orizon") to Edgewater Growth
Capital Partners and related additional investments in Avante, MERS
and Orizon
and
Amendments to the
Articles of Incorporation of the Company
and
Notice of Extraordinary General Meeting
26 July
2019
Unless
otherwise defined herein, capitalised terms used in this document
have the meanings given to them in the Circular of the Company
dated 26 July 2019.
The Company announces today that it is posting a Circular to
Shareholders containing details of a Tender Offer pursuant to which
the Company proposes to return capital to Ordinary Shareholders of
up to US$30 million by way of Tender
Offer and resultant Off-Market Acquisitions to purchase Ordinary
Shares at US$9.39 per Ordinary Share
(in each case, such US Dollar amounts to be translated to Pounds
Sterling).
In addition to containing details of the Tender Offer, the
Circular also convenes an Extraordinary General Meeting of the
Company to consider and, if thought fit, approve the following
proposals:
(a) the
Company's proposed disposals of ownership interests in Jordan Health Products, LLC ("Avante")
and MERS Holdings, LLC ("MERS") to Edgewater Growth Capital
Partners ("Edgewater"), and related additional investments
in Avante and MERS with Edgewater (the "Avante-MERS
Proposal");
(b) the
Company’s proposed disposal of ownership interest in Tech
Industries, LLP ("Orizon") to Edgewater, and related
additional investments in Orizon with Edgewater (the "Orizon
Proposal"); and
(c) certain
proposed amendments to the Articles of Incorporation of the
Company, and the adoption of new Articles of the Company in
substitution for, and to the exclusion of, the Company's existing
Articles (the "Articles Amendments"),
(together, the "Proposals").
Tender
Offer and resultant Off-Market Acquisitions
Details of the Tender Offer and
resultant Off-Market Acquisitions
As announced by the Company on 8 May
2019, among other strategic initiatives, the Company intends
to return, by way of a Tender Offer (or a series of Tender Offers),
approximately US$100 million of
capital to Ordinary Shareholders at a maximum discount to NAV of 5
per cent. On 29 May 2019, the Company
posted a circular to Shareholders seeking such Shareholder approval
for, among other things, a Market Acquisition Authority and an
Off-Market Acquisition Authority, being the Buy Back Authorities,
in order to carry out a tender offer (or series of tender offers)
in relation to the Company's Ordinary Shares and which were
subsequently approved at an extraordinary general meeting of the
Company held on 27 June 2019.
The Board is now pleased to announce the details of a Tender
Offer pursuant to which the Company proposes to return capital to
Ordinary Shareholders via the Tender Offer and resultant Off-Market
Acquisitions of up to US$30 million
(translated into Pounds Sterling at the Buy Back Exchange Rate),
being the Buy Back Amount, by purchasing Ordinary Shares at
US$9.39 per Ordinary Share (also
translated into Pounds Sterling at the Buy Back Exchange Rate),
being the Tender Price. The maximum number of Ordinary Shares that
may be bought back by the Company pursuant to the same will depend
on the Buy Back Exchange Rate (being the USD/GBP exchange rate
quoted by Bloomberg as at market close on the Tender Closing Date)
but will be determined by such number of Ordinary Shares as is
equal to the Buy Back Amount divided by the Tender Price, being the
Maximum Buy Back Shares.
Tender Offer Price
The Tender Price of US$9.39 per
Ordinary Share is equivalent to 95 per cent. of the Company's
nearest monthly NAV publicly available at the time of announcing
the Tender Offer, which is in line with the Buy Back Authorities
approved by Shareholders and the Company's previously stated
intention to undertake tender offers at prices no wider than a five
per cent. discount to NAV.
In addition to the Tender Price of US$9.39 per Ordinary Share representing a
discount of five per cent. to the relevant NAV, the Tender Price
would also, based on an illustrative Buy Back Exchange Rate as at
25 July 2019, being the the Latest
Practicable Date, of 1 USD :
0.80 GBP, represent a premium of
56.17 per cent. to the closing price of GBP
4.81 per Ordinary Share as at the Latest Practicable
Date.
Structure and Size of the Tender
Offer and resultant Off-Market Acquisitions
The Tender Offer is being made to Eligible Ordinary
Shareholders, being holders of Ordinary Shares on the register of
members of the Company as at 6.30
p.m. on 23 August 2019, being
the Tender Record Date. The Tender Offer will unless extended close
at 1.00 p.m. on 23 August 2019, being the Tender Closing Date.
Eligible Ordinary Shareholders may participate in the Tender Offer
by tendering all or some of their Ordinary Shares at the Tender
Price of US$9.39 per Ordinary Share
(translated into Pounds Sterling at the Buy Back Exchange Rate) and
tenders may be made at the Tender Price only.
Shareholders should however note that, whilst the Tender Offer
is available to all Eligible Ordinary Shareholders, certain US
Ordinary Shareholders, being David W.
Zalaznick and affiliates, John (Jay)
W. Jordan II and affiliates, Edgewater and Leucadia
Financial Corporation, have irrevocably undertaken not to
participate in the Tender Offer. Those US Ordinary Shareholders
will instead have Ordinary Shares bought back from them as a result
of the Tender Offer via the resultant Off-Market Acquisitions under
the Articles of Incorporation of the Company. Such Off-Market
Acquisitions are to be made pursuant to, and as required by, the
terms of the Articles (and the arrangement known as the "CFC Buy
Back Arrangement" included therein) and are expected to be made at
the same Tender Price offered to Eligible Ordinary Shareholders
participating in the Tender Offer. Further details of the CFC Buy
Back Arrangement are included in the Circular as well as the
separate circulars of the Company posted to Shareholders on
29 May 2019 and 20 April 2017.
For those other Eligible Ordinary Shareholders, each such
Shareholder will be entitled to sell pursuant to the Tender Offer
up to their Tender Offer Entitlement. An Eligible Ordinary
Shareholder's Tender Offer Entitlement will depend on the Buy Back
Exchange Rate but will be determined by such percentage of the
Ordinary Shares registered in his, her or its name at 6.00 p.m. on the Tender Record Date that is equal
to approximately the Maximum Buy Back Shares divided by the
existing issued Ordinary Share capital of the Company multiplied by
one hundred (100), rounded down to the nearest whole number of
Ordinary Shares.
Eligible Ordinary Shareholders will also have an opportunity to
sell more than their Tender Offer Entitlement to the extent that
other Eligible Ordinary Shareholders tender less than their Tender
Offer Entitlements, and subject to a cap that the Company has set
as the limit for the maximum number of Ordinary Shares that the
Company may purchase pursuant to the Tender Offer.
That cap set as the limit for the maximum number of Ordinary
Shares that may be purchased by the Company pursuant to the Tender
Offer will be such number of Ordinary Shares as is equal to the
Maximum Tender Offer Shares, which is to be determined by reference
to a proportion of the Buy Back Amount equivalent to an amount of
up to US$12,930,012
(translated into Pounds Sterling at the Buy Back Exchange Rate)
that the Company is proposing to return to Ordinary Shareholders
via the Tender Offer, being the Tender Offer Amount. The Maximum
Tender Offer Shares will depend on the Buy Back Exchange Rate but
will be determined by such number of Ordinary Shares as is equal to
the Tender Offer Amount divided by the Tender Price.
The cap has been set by the Company
having regard to the fact that the aforementioned US Ordinary
Shareholders have irrevocably undertaken not to participate in the
Tender Offer. Specifically, the cap has been set by reference to a
Tender Offer Amount that would be needed by the Company if all
Eligible Ordinary Shareholders (other than those US Ordinary
Shareholders) were to sell their Tender Offer Entitlements (or
otherwise have them taken up as excess by other Eligible Ordinary
Shareholders). As such, the cap of the Maximum Tender Offer Shares
is less than the number of Ordinary Shares which would otherwise be
purchased by the Company were all Eligible Ordinary Shareholders
(including those US Ordinary Shareholders) to sell their full
Tender Offer Entitlements.
The rationale for this is because, as mentioned above, the US
Ordinary Shareholders who have irrevocably undertaken not to
participate in the Tender Offer will instead have Ordinary Shares
bought back from them as a result of the Tender Offer via the
resultant Off-Market Acquisitions pursuant to, and as required by,
the terms of the Company's Articles. As such, the remaining
proportion of the Buy Back Amount (referred to below) and the
number of Ordinary Shares which would otherwise have been available
for repurchase from those US Ordinary Shareholders through the
Tender Offer (and were they to have sold their full Tender Offer
Entitlements) may instead be made available to them via the
resultant Off-Market Acquisitions. As the resultant Off-Market
Acquisitions are made in response to the Tender Offer, the ultimate
number of Ordinary Shares repurchased by the Company pursuant to
such Off-Market Acquisitions (and therefore the amount of the
remaining proportion of the Buy Back Amount needed to repurchase
such Ordinary Shares) will depend on the number of Ordinary Shares
repurchased via the Tender Offer. However, assuming the Maximum
Tender Offer Shares are bought back pursuant to the Tender Offer,
then the full amount of the remaining proportion of the Buy Back
Amount will be used and those US Ordinary Shareholders will have
such number of Ordinary Shares repurchased from them pursuant to
the resultant Off-Market Acquisitions which would have otherwise
been equivalent to their Tender Offer Entitlements.
As a consequence, the resultant Off-Market Acquisitions also
have a limit for the maximum number of Ordinary Shares that may be
purchased by the Company pursuant to such Off-Market Acquisitions,
being such number of Ordinary Shares as is equal to the Maximum
Off-Market Acquisition Shares. The Maximum Off-Market Acquisition
Shares is to be determined by reference to the remaining proportion
of the Buy Back Amount which is equivalent to an amount of up to
US$17,069,988 (translated into
Pounds Sterling at the Buy Back Exchange Rate) that the Company is
proposing to return to Ordinary Shareholders via the resultant
Off-Market Acquisitions, being the Off-Market Acquisition Amount
(and also being the amount that would be needed by the Company for
such Off-Market Acquisitions if the Maximum Tender Offer Shares are
bought back pursuant to the Tender Offer). The Maximum Off-Market
Acquisition Shares will similarly depend on the Buy Back Exchange
Rate but will be determined by such number of Ordinary Shares as is
equal to the Off-Market Acquisition Amount divided by the Tender
Price.
On the above basis, the overall maximum number of Ordinary
Shares that the Company may purchase pursuant to the Tender Offer
and resultant Off-Market Acquisitions is the aggregate of the
Maximum Tender Offer Shares and the Maximum Off-Market Acquisition
Shares (that is, as earlier mentioned, the Maximum Buy Back Shares,
being such number of Ordinary Shares as is equal to the Buy Back
Amount of US$30 million divided by
the Tender Price of US$9.39 per
Ordinary Share (in each case, such US Dollar amounts translated
into Pounds Sterling at the Buy Back Exchange Rate).
If the maximum number of Ordinary Shares is purchased pursuant
to the Tender Offer and resultant Off-Market Acquisitions, that
will result in an amount equal to the aggregate of the Tender Offer
Amount of US$12,930,012 and the
Off-Market Acquisition Amount of US$17,069,988, being equivalent to the Buy Back
Amount of US$30 million (in each
case, such US Dollar amounts translated into Pounds Sterling at the
Buy Back Exchange Rate), being returned by the Company to Ordinary
Shareholders. The actual number of Ordinary Shares repurchased by
the Company pursuant to the Tender Offer and expected resultant
Off-Market Acquisitions, together with the amounts to be expended
on repurchasing the same is intended to be announced by the Company
by way of a Regulatory Information Service on 27 August 2019. It is intended that Ordinary
Shares purchased under the Tender Offer and resultant Off-Market
Acquisitions will be cancelled.
Currency Election Facility
A Currency Election Facility is also being made available to
Eligible Ordinary Shareholders under which Eligible Ordinary
Shareholders will be able to elect (subject to the terms and
conditions of the Currency Election Facility) to receive the Tender
Offer consideration in US Dollars or Pounds Sterling at the Buyback
Exchange Rate (after deduction of any transaction or dealings costs
associated with the conversion). Further details of the Currency
Election Facility are included in the Circular. For those US
Ordinary Shareholders having their Ordinary Shares repurchased
through the resultant Off-Market Acquisitions, those Shareholders
will receive their consideration in US Dollars unless otherwise
agreed by the Company to be paid in Pounds Sterling.
Conditions to the Tender Offer and
resultant Off-Market Acquisitions
The Tender Offer is conditional on:
(a) the Board being
satisfied on reasonable grounds that the Company will, immediately
after completion of the Tender Offer and resultant Off-Market
Acquisitions, satisfy the solvency test prescribed by the Guernsey
Companies Law; and
(b) the Tender Offer not
having been terminated in accordance with the terms and conditions
of the Tender Offer prior to 1.00
p.m. on 23 August 2019, being
the Tender Closing Date.
If these conditions are not satisfied, the Tender Offer will
lapse and the Company will not purchase any Ordinary Shares
pursuant to the Tender Offer. The resultant Off-Market Acquisitions
are conditional on completion of the Tender Offer and the Company's
purchase of Ordinary Shares thereunder.
Timetable
A timetable of principal events in connection with the Tender
Offer and resultant Off Market Acquisitions is set out at the end
of this announcement.
Action to be taken by Eligible
Ordinary Shareholders
Further details in relation to the action to be taken by
Eligible Ordinary Shareholders are also included in the Circular.
However Eligible Ordinary Shareholders do not have to tender any of
their Ordinary Shares if they do not wish to do so. Eligible
Ordinary Shareholders who do not wish to participate in the Tender
Offer do not need to take any action. Shareholders should also note
that the Board makes no recommendation to Eligible Ordinary
Shareholders as to whether they should tender Ordinary Shares in
the Tender Offer or whether they should participate in the
Company's proposed return of capital through either the Tender
Offer or the resultant Off-Market Acquisitions. Whether Eligible
Ordinary Shareholders decide to tender Ordinary Shares or
participate in the resultant Off-Market Acquisitions will depend,
among other things, on their view of the Company’s financial
position and prospects and their own individual circumstances,
including their tax position. Eligible Ordinary Shareholders who
are in any doubt as to the action they should take should consult
an appropriate independent professional adviser without delay.
The Proposals
Avante-MERS Proposal and Orizon
Proposal
In addition to the Tender Offer and resultant Off-Market
Acquisitions, the Board is also seeking Shareholder approval for
the Company's proposed disposals of ownership interests in each of
Avante, MERS and Orizon to Edgewater, a Related Party of the
Company, and related additional investments in each of those
entities with Edgewater.
The Avante-MERS Proposal concerns: (i) the Company's proposed
disposals to Edgewater of 80 per cent. of its ownership interest in
Avante (being equivalent to a 40 per cent. ownership interest in
Avante) and 80 per cent. of its ownership interest in MERS (being
equivalent to a 20 per cent. ownership interest in MERS); and (ii)
the Company making, at its discretion, related additional
investments in Avante and MERS jointly with Edgewater in response
to calls for capital contributions from Avante and MERS
respectively. Shareholders should also note that Avante itself has
an ownership interest of 50 per cent. in MERS and accordingly the
Company will in effect be disposing of a further 20 per cent
indirect ownership interest in MERS through its disposal of
ownership interests in Avante. The Company's disposals of ownership
interests in each of Avante and MERS form part of the same
transaction and accordingly the consideration for the disposals is
an aggregate amount of approximately US$37.5
million.
Similarly, the Orizon Proposal concerns: (i) the Company's
proposed disposal to Edgewater of 80 per cent. of its ownership
interest in Orizon (being equivalent to a 9.5 per cent. ownership
interest in Orizon) for consideration of approximately US$28 million; and (ii) the Company making, at
its discretion, related additional investments in Orizon jointly
with Edgewater in response to calls for capital contributions from
Orizon.
The Avante-MERS and Orizon Proposals would each be considered
Related Party Transactions of the Company under Chapter 11 of the
Listing Rules (with which the Company voluntarily complies and
insofar as the Listing Rules are applicable to the Company by
virtue of its voluntary compliance). Edgewater is a substantial
shareholder of the Company as it is entitled to exercise, or
exercise the control of, 10 per cent. or more of the votes able to
be cast at a general meeting of the Company and, as such, is
considered to be a Related Party of the Company. The Company's
proposed disposals of ownership interests in Avante, MERS and
Orizon to Edgewater, and related additional investments in each of
those entities with Edgewater, would each be considered to be
transactions between the Company and a Related Party. Accordingly,
given Edgewater is a Related Party of the Company, the Avante-MERS
and Orizon Proposals as transactions between them would be
considered Related Party Transactions under Chapter 11 of the
Listing Rules, again, insofar as the Listing Rules are applicable
to the Company by virtue of its voluntary compliance with the
same.
Shareholders should however also note that with respect to each
of the Avante-MERS and Orizon Proposals, whilst the Listing Rules
provide for written confirmation to be obtained from a sponsor that
the terms of a Related Party Transaction are fair and reasonable as
far as shareholders are concerned, such a confirmation has not been
received in relation to these Proposals. Shareholders are reminded
that the Company also departed from the same requirement in
relation to the Deflecto and Water Treatment Proposals undertaken
by the Company last year, both of which were approved by
Shareholders. The reason for this being the case is because, as was
the same for the Deflecto and Water Treatment Proposals, whilst the
Company has sought to obtain a fair and reasonable written
confirmation for the Avante-MERS and Orizon Proposals, it has been
unable to do so at a cost which can be justified relative to their
size and within the time constraints needed to be met in order to
transact on and complete the transactions on the terms negotiated.
The Company again reiterates its understanding that the costs and
time for obtaining such a confirmation can be greater for a Related
Party Transaction that concerns an acquisition or disposal, such as
the Avante-MERS and Orizon Proposals.
The Company has therefore decided to depart from the requirement
to obtain a fair and reasonable written confirmation on this
occasion but notwithstanding that, and as was the case with the
Deflecto and Water Treatment Proposals, the Company's Investment
Adviser, JZAI has instead provided written confirmation to the
Company that the terms of the Avante-MERS and Orizon Proposals are
fair and reasonable as far as Ordinary Shareholders are concerned.
JZAI has a selective and disciplined approach to investing which is
applied across all investments including in the case of Avante,
MERS and Orizon. In addition, JZAI considers the Avante-MERS and
Orizon Proposals to have been negotiated on arm's length terms.
Those negotiations have been undertaken on the Company's behalf by
JZAI, the founders and principals of which (David W. Zalaznick and (Jay) W. Jordan II, together with their
respective affiliates) are also substantial Shareholders of the
Company and whose combined shareholding in the Company exceeds that
of Edgewater's.
Shareholder approval for the Avante-MERS and Orizon Proposals
will be sought at the Extraordinary General Meeting of the Company
described in further detail below. The Company notes that it has
received irrevocable undertakings to vote in favour of each
Resolutions the subject of the Avante-MERS and Orizon Proposals
from each of David W. Zalaznick and
affiliates, John (Jay) W. Jordan II
and affiliates, Leucadia Financial Corporation and Arnhold LLC, in
respect of which they are entitled to vote, totalling 40.8 per
cent. of the current issued Ordinary Share capital of the Company.
The irrevocable undertakings to vote in favour of each of the
Resolutions also equate to 52.1 per cent. in aggregate of the
voting rights of the Ordinary Shares taking account of the fact
that Edgewater, as a Related Party of the Company with respect to
the Resolutions, has undertaken not to vote, and has taken all
reasonable steps to ensure that its associates will not vote.
Articles Amendments
Lastly, the Board is also seeking Shareholder approval for the
Company to amend the existing Articles of Incorporation of the
Company by approving and adopting the new Articles of the Company
in substitution for, and to the exclusion of, the Company's
existing Articles. The Articles Amendments concern amendments to
the Articles relating to the methodology for the calculation of
eligible votes for the appointment and removal of Directors in
order for the Company to remain a "foreign private issuer" for US
securities law purposes.
Shareholder approval for the Articles Amendments will also be
sought at the Extraordinary General Meeting of the Company
described in further detail below. The Company notes that it has
received irrevocable undertakings to vote in favour of the
Resolution the subject of the Articles Amendments from each of
David W. Zalaznick and affiliates,
John (Jay) W. Jordan II and
affiliates, Edgewater, Leucadia Financial Corporation and Arnhold
LLC totalling 62.7 per cent. of the current issued Ordinary Share
capital of the Company.
Notice
of EGM and Shareholder Circular
Notice is hereby given that the Extraordinary General Meeting of
the Company will be held at the offices of Northern Trust
International Fund Administration Services (Guernsey) Limited, Trafalgar Court, Les
Banques, St Peter Port, Guernsey
GY1 3QL, Channel Islands at
12.30 p.m. on 16 August 2019.
A timetable of principal events in connection with the Proposals
(being the Avante-MERS and Orizon Proposals and the Articles
Amendments) and the Extraordinary General Meeting is set out at the
end of this announcement.
Further details of the Proposals are included in the Notice
convening the Extraordinary General Meeting and in the
Circular.
The Notice convening the Extraordinary General Meeting is being
distributed to members of the Company and will shortly be uploaded
to the Company's website at www.jzcp.com. Copies of the Circular
the Company is posting to Shareholders are available for viewing,
during normal business hours, at the registered office of the
Company at Trafalgar Court, Les Banques, St Peter Port,
Guernsey GY1 3QL and will shortly
be available for viewing at www.morningstar.co.uk/uk/nsm. The
notice convening the Extraordinary General Meeting is also included
within the Circular.
For
further information:
Ed Berry / Kit
Dunford
FTI Consulting |
+44 (0) 20 3727 1046 / 1143 |
David Zalaznick
Jordan/Zalaznick Advisers, Inc. |
+1 (212) 485 9410 |
Sam Walden
Northern Trust International Fund Administration Services
(Guernsey) Limited |
+44 (0) 1481
745385 |
About
JZCP
JZ Capital Partners ("JZCP") is one of the oldest
closed-end investment companies listed on the London Stock
Exchange. It seeks to provide shareholders with a return by
investing selectively in US and European microcap companies and US
real estate. JZCP receives investment advice from Jordan/Zalaznick
Advisers, Inc. ("JZAI")
which is led by David Zalaznick and
Jay Jordan. They have worked
together for more than 35 years and are supported by teams of
investment professionals in New
York, Chicago, London and Madrid. JZAI’s experts work with the existing
management of microcap companies to help build better businesses,
create value and deliver strong returns for investors. For more
information please visit www.jzcp.com.
EXPECTED TIMETABLE
OF PRINCIPAL EVENTS
Tender Offer and resultant Off-Market
Acquisitions
Publication and posting
of this document and the accompanying Tender Form for use by
Eligible Ordinary Shareholders who hold their Ordinary Shares in
certificated form in connection with the Tender Offer
Tender Offer opens |
26 July 2019 |
Latest time and date for receipt of
the Tender Form and TTE Instructions / the Tender Closing Date |
1.00 p.m. on 23 August 2019 |
Tender Record Date |
6.00 p.m. on 23 August 2019 |
Announcement of the results of the
Tender Offer and expected resultant Off-Market Acquisitions |
27 August 2019 |
CREST accounts credited with
uncertificated Ordinary Shares unsuccessfully tendered |
By 28 August 2019 (or as promptly as
practicable thereafter) |
Purchase of Ordinary Shares
successfully tendered pursuant to the Tender Offer |
29 August 2019 |
CREST accounts credited in respect
of proceeds for uncertificated Ordinary Shares purchased pursuant
to the Tender Offer |
By 3 September 2019 (or as promptly
as practicable thereafter) |
Cheques despatched for certificated
Ordinary Shares purchased pursuant to the Tender Offer |
By 5 September 2019 (or as promptly
as practicable thereafter) |
Despatch of balance share
certificate(s) and/or other document(s) of title for unsold
certificated Ordinary Shares and share certificate(s) and/or other
document(s) of title for unsuccessful tenders of certificated
Ordinary Shares |
By 5 September 2019 (or as promptly
as practicable thereafter) |
Purchase of Ordinary Shares via
resultant Off-Market Acquisitions pursuant to, and as required by,
the terms of the Company's Articles of Incorporation as a result of
the Tender Offer |
Immediately after completion of the
Tender Offers (or as promptly as practicable thereafter) |
Payments in respect of Ordinary
Shares purchased pursuant to the resultant Off-Market
Acquisitions |
Immediately after completion of the
Tender Offers (or as promptly as practicable thereafter) |
Proposals and Extraordinary General
Meeting
Publication and posting of this
document and the accompanying Form of Proxy for use by Ordinary
Shareholders in connection with the Extraordinary General
Meeting |
26 July 2019 |
Latest time and date for receipt of
the Form of Proxy for the Extraordinary General Meeting |
12.30 p.m. on 14 August 2019 |
Extraordinary General Meeting |
12.30 p.m. on 16 August 2019 |
Announcement of the results of the
Extraordinary General Meeting |
16 August 2019 |