TIDMNAK

RNS Number : 0887I

Nakama Group Plc

09 December 2020

This announcement contains inside information as stipulated under the Market Abuse Regulations (EU) no. 596/2014 ("MAR")

9 December 2020

Nakama Group plc

("Nakama" or the "Company")

Proposed disposal of operating businesses

Nakama (AIM:NAK), the AIM quoted recruitment consultancy working across the UK and Asia providing recruitment and related services for the web, interactive, digital media, IT and business change sectors, announces that it has agreed terms to dispose of its four operating businesses, being Highams, the Nakama UK Business, Nakama HK and Nakama Singapore, to Sanderson, a privately owned recruitment business.

The Disposal is conditional, inter alia, upon Shareholders passing Resolution 1 at the General Meeting, details of which are set out below.

It is anticipated that, subject to the passing of Resolution 1, the Disposal will complete on 4 January 2021. Following Completion, the Company will become an AIM Rule 15 cash shell and as such, will either be required to make an acquisition or acquisitions constituting a reverse takeover under AIM Rule 14 on or before the date falling six months from Completion or be re-admitted to trading on AIM as an investing company under the AIM Rules (which requires the raising of at least GBP6 million) failing which, the Ordinary Shares would then be suspended from trading on AIM pursuant to AIM Rule 40. Admission to trading on AIM would be cancelled six months from the date of any suspension should the suspension not have been lifted beforehand.

Pursuant to the Disposal, the Company is required to change its name and the Board is proposing to change the Company's name to Ridgecrest plc.

Extracts from the Circular are set out below.

A copy of the Circular will be posted to shareholders by 11 December 2020 and a copy made available on the Company's website https://www.nakamagroupplc.com/ .

Enquiries:

 
 Nakama Group plc                         www.nakamaglobal.com 
 Tim Sheffield, Chairman                  00 44 20 7236 2400 
 Robert Thesiger, Chief Executive 
  Officer                                 00 44 20 3588 4560 
 Allenby Capital Limited (Nominated 
  Adviser and Broker)                       00 44 20 3328 5656 
 Nick Naylor / Liz Kirchner (Corporate 
  Finance) 
 

The following information is extracted without material adjustment from the Circular to be sent to Shareholders. The information below should be read in conjunction with the Circular. Capitalised terms used in the summary below are defined at the end of this announcement.

Background to and reasons for the Disposal

The Group is an AIM-quoted recruitment consultancy working across the UK and Asia providing recruitment and related services for the web, interactive, digital media, IT and business change sectors.

As Shareholders will be aware, the Group was formed by the acquisition of Nakama UK and its subsidiaries in 2011 by Highams Systems Services Group plc, which was subsequently renamed Nakama. The merger was intended to provide the Group with increased scale and a broadening of its sector and geographical reach and was also expected to deliver cost savings, risk diversity and cross-selling opportunities across the two client bases.

The Group has faced a number of challenges in recent years and, despite efforts made by the Directors to achieve an internal restructuring and the reduction of costs, the Company's cash position has remained constrained.

The ongoing COVID-19 pandemic, along with the proposed but later revised changes to the IR35 regime, have had a significant impact on the Group's trading activities during 2020. Whilst the Trading Businesses have continued to trade and take on assignments, business volumes have reduced, and market conditions have continued to be difficult.

The Board has made every reasonable effort to secure the future of the Company and has utilised a number of Government initiatives in the UK (including the Coronavirus Job Retention Scheme), Hong Kong and Singapore to preserve the Group's cash resources. However, a second wave of the COVID-19 pandemic and new national lockdowns in the UK and other geographies has, the Directors believe, exacerbated the uncertainty felt by many businesses when making decisions about recruitment assignments and this has led to increased working capital pressures on the Group. In recent weeks, the Group's cash position has continued to deteriorate and, as stated in previous announcements, the Board does not believe the Group can continue to trade satisfactorily without an injection of new capital.

In order to address the Group's cash constraints, the Board made a number of applications for UK Government backed loans, each of which was unfortunately rejected owing to the Company's historic losses which meant it was not eligible to receive such finance. The Board also explored options for an equity fundraise but positive discussions held initially with a number of parties had to be terminated when the Company's largest shareholder made clear to the Board they would not support a fundraise and would vote against the Shareholder resolutions needed to allow the Company to issue any new shares.

In light of the Company's inability to raise debt or equity finance, the Board decided to seek a buyer for the Trading Businesses and held discussions with a number of potential buyers. Following these discussions, the Board has conditionally agreed to sell the Trading Businesses to Sanderson on the terms set out below.

The Board believes that, without additional funding and a material improvement in market conditions, it will not be possible to grow the Trading Businesses further or to maintain the Group as a going concern. Should the sale of the Trading Businesses not proceed, the Directors believe they will be forced to take steps to protect the interests of the Group's creditors.

As previously announced by the Company, the directors at the time took the decision in 2018 to cease trading in Australia entirely. The Group previously had a number of significant intercompany balances with the Australian Subsidiaries (both debits and credits) but these were written off in the Company's accounts for the year ended 31 March 2019. Whilst both Nakama Sydney and Nakama Melbourne are in liquidation, neither process has yet been concluded. The liquidator of the Australian Subsidiaries is in periodic correspondence with the Company about settling the intercompany balances and has also previously indicated to creditors the availability of a potential insolvent trading claim against the Company itself. The Board believes that any amounts due from the Group to the Australian Subsidiaries should be netted off against amounts previously owed by them to the Group. To date, the liquidator has (through correspondence to the creditors of the Australian Subsidiaries) indicated his intention to resolve the matter in the first half of 2021. The Board believes that, whilst the amount that could be claimed by the liquidator of the Australian Subsidiaries is significant, the Group's potential liability is likely to be relatively immaterial.

Further details of the Disposal

The Company intends to dispose of its four operating businesses (including their respective management and employees), being Highams, the Nakama UK Business, Nakama HK and Nakama Singapore, to Sanderson. Further details of each business are set out below.

Highams

Established in 1983, Highams specialises in delivering niche recruitment services across business and technology transformation programmes within the insurance, wealth management and life & pensions industries.

For the year ended 31 March 2020, Highams recorded an unaudited profit before tax of GBP273,785 on revenues of GBP6,355,566. The unaudited total assets of Highams as at 30 September 2020 were GBP760,193, with net liabilities being GBP1,055,776.

The Nakama UK Business

Nakama UK provides permanent, temporary and contract recruitment services to large multinational corporations, creative agencies, start-ups and SMEs in need of digital talent. Nakama UK is co-located with the Highams office in order to maintain cost efficiencies and promote cross-selling opportunities.

For the year ended 31 March 2020, Nakama UK recorded an unaudited loss before tax of GBP131,878 on revenues of GBP1,737,325. The unaudited total assets of Nakama UK as at 30 September 2020 were GBP206,342, with net liabilities being GBP1,019,068.

Nakama HK

Nakama HK is the Group's principal presence in the Asia-Pacific region and serves the digital technology markets across a broad range of clients from corporates to digital marketing agencies.

For the year ended 31 March 2020, Nakama HK recorded an unaudited loss before tax of GBP20,449 on revenues of GBP1,351,254. The unaudited total assets of Nakama HK as at 30 September 2020 were GBP572,083, with net assets being GBP4,770.

Nakama Singapore

The Singapore branch of Nakama, alongside the Hong Kong business, serves the Asia-Pacific digital technology markets.

For the year ended 31 March 2020, Nakama Singapore recorded an unaudited loss before tax of GBP181,618 on revenues of GBP275,184. The unaudited total assets of Nakama Singapore as at 30 September 2020 were GBP23,289, with net liabilities being GBP519,925.

Information on Sanderson

Founded in 1982, Sanderson is an established recruitment group and has its headquarters in Bristol, England, as well as offices in other parts of the UK and in the Asia-Pacific region. Its business comprises recruitment, solutions, executive search and projects divisions. These divisions operate across a number of sectors including financial services, government and defence, information technology, professional advisory, retail and consumer, utilities and energy and not for profit organisations.

Terms of the Disposal

Pursuant to the SPA, completion of which is conditional, inter alia, on the passing by Shareholders of Resolution 1 and there not having occurred any material adverse change in the business, operations, assets, liabilities, financial or trading condition or operating results of the Trading Subsidiaries (being any event or circumstance which gives rise to an additional cost or potential additional cost to them of more than GBP75,000), the Company and Nakama UK will sell, and Sanderson Group and Sanderson Solutions will buy, the entire issued share capital of each of Highams, Nakama HK and Nakama Singapore for a cash consideration of GBP440,000, of which GBP390,000 will be payable on Completion and the remaining GBP50,000 of which will be paid following the preparation (on or before the date falling 25 business days after Completion) and subsequent agreement or determination of completion accounts in respect of the Trading Subsidiaries.

The consideration payable under the SPA may be increased or decreased to the extent that, and by the amount (if any) by which, the net assets or liabilities of the Trading Subsidiaries as at Completion (after the write-down to zero of all intercompany balances with the Company and Nakama UK) are less or greater than their net liabilities as at 31 July 2020.

On Completion, Sanderson Recruitment and Nakama UK will also complete the APA which provides for the sale and purchase of the Nakama UK Business for a total cash consideration of GBP75,465.

It is anticipated that, subject to the passing of Resolution 1, the Disposal will complete on 4 January 2021. Should that Resolution not be passed on or before 31 December 2020, the Disposal Agreements will terminate unless a further longstop date can be agreed between the parties and, without prejudice to any accrued rights or obligations, be of no further effect. The Company and Nakama UK have undertaken to ensure that, pending Completion, the Trading Businesses will be carried on in the normal course. The terms of the Disposal Agreements also provide for the giving by the Company and Nakama UK, subject to various customary limitations, of certain specific and time-limited warranties in respect of the Trading Businesses.

The Company and Nakama UK have also undertaken that they will not at any time during the period of 12 months following Completion, inter alia, carry on or be concerned, engaged or interested in, or in any way assist, a business which competes with any business carried on by the Trading Businesses as at Completion.

Proposed Board changes

It has been agreed that Robert Thesiger, Chief Executive of Nakama, will join Sanderson, initially on a consultancy basis, pursuant to the Disposal. Robert will however remain as a Non-Executive Director of Nakama following Completion. Michael Clelland will resign as a Non-Executive Director of Nakama upon Completion but Tim Sheffield will remain as Chairman of the Company.

Use of proceeds

The gross proceeds of the Disposal will be used, in part, to satisfy: (i) the Company's professional advisory costs incurred in connection with the Disposal, expected to total approximately GBP80,000 (plus VAT); (ii) the outstanding VAT liabilities of the Company and Nakama UK; (iii) all amounts owed by Nakama UK to HSBC Invoice Finance (UK) Ltd as at Completion; and (iv) certain amounts owed to Directors in respect of unpaid directors' fees and a bonus which will crystallise on Completion.

The Board anticipates that, following completion of the Disposal and the payment of all associated costs and after taking into account all known outstanding liabilities of the Group, Nakama will have cash resources of approximately GBP200,000.

Shareholders should note however that the level of these cash resources could potentially be affected by other matters such as the ongoing liquidation of the Australian Subsidiaries, further details of which are set out above.

Principal effects of the Disposal and AIM Rule 15

The Trading Businesses constitute all of the Group's operating businesses and the Disposal will accordingly represent a disposal resulting in a fundamental change of business of the Company in accordance with Rule 15 of the AIM Rules. On Completion, the Company will cease to own, control or conduct all or substantially all of its existing trading business, activities or assets.

In accordance with the AIM Rules, completion of the Disposal is conditional on Shareholders passing Resolution 1 to be proposed at the General Meeting.

Following Completion, the Company will become an AIM Rule 15 cash shell and as such, will either be required to make an acquisition or acquisitions constituting a reverse takeover under AIM Rule 14 on or before the date falling six months from Completion or be re-admitted to trading on AIM as an investing company under the AIM Rules (which requires the raising of at least GBP6 million) failing which, the Ordinary Shares would then be suspended from trading on AIM pursuant to AIM Rule 40. Admission to trading on AIM would be cancelled six months from the date of any suspension should the suspension not have been lifted beforehand.

As a cash shell, the Company would have no operating cash flow and would be dependent on the net proceeds of the Disposal and any further funds which could be raised for its working capital requirements.

The Directors will seek to work with external parties as appropriate in order to identify and pursue potential acquisition opportunities. There can be no certainty however that a suitable acquisition opportunity will be identified or even proceed to completion. Any acquisition which involved the issue by the Company of new Ordinary Shares would be dilutive for Shareholders.

Audited results for the year ended 31 March 2020 and interim results for the 6 months ended 30 September 2020

As previously announced, the Company has received an extension to the deadline by which it must announce and publish its annual report and audited results for the year ended 31 March 2020. If the Company fails to meet this deadline of 31 December 2020 then trading in the Ordinary Shares will be suspended. The Board anticipates announcing and distributing the audited results for the year ended 31 March 2020 shortly. Shareholders should note however that the auditor's opinion on the results for the year ended 31 March 2020 is likely to include a "Material uncertainty related to going concern" paragraph as: (i) the Company's cash position is currently constrained; and (ii) the Disposal will not have completed prior to the auditors signing their audit opinion.

The Company is also required by 31 December 2020 to publish its unaudited results for the six months ended 30 September 2020, unless it decides to avail itself of the one-month extension currently granted to AIM companies due to the COVID-19 pandemic. The Board presently anticipates that it will announce the unaudited results of the Company for the six months ended 30 September 2020 shortly after announcing the audited results for the year ended 31 March 2020.

Change of name

In light of the proposed Disposal and the sale of all of the Group's operating businesses, the Company intends to change its name. The Board is proposing that the Company's name be changed to Ridgecrest plc. The change of name will, subject to approval by Shareholders, be effective upon the issuance by the Registrar of Companies of a Certificate of Change of Name. An appropriate announcement will be made when trading in the Ordinary Shares on AIM under the name Ridgecrest plc is to become effective. The Company's TIDM (ticker code) will change to RDGC. Shareholders should note that their shareholdings will be unaffected by the change of name. Existing share certificates should be retained by Shareholders holding Ordinary Shares in certificated form as they will remain valid for all purposes and no new share certificates will be issued.

General Meeting

Set out at the end of the Circular will be the Notice convening the General Meeting to be held at 10.00 a.m. on 29 December 2020 at which an ordinary resolution (which cannot be passed unless it receives the support of more than 50% of the total number of votes cast for and against it) will be proposed to approve the sale of the Trading Businesses to Sanderson in accordance with the Disposal Agreements and a special resolution (which cannot be passed unless it receives the support of a majority of at least 75% of the total number of votes cast for and against it) will be proposed to approve the change of name of the Company described above.

If the Resolutions are each passed by the requisite majorities, they will be binding on all Shareholders, irrespective of how (or whether) they voted.

If Shareholders do not pass Resolution 1, the Company will continue to operate the Trading Businesses. However, the Directors believe there are limited opportunities to reduce the Company's cost base any further. In light of continued uncertainty in the global trading environment arising out of the COVID-19 pandemic, the Company would need to raise additional funds from investors. There can be no certainty that such investment could be raised, the terms of any investment or that Shareholders would provide the approvals required to permit the Company to issue new Ordinary Shares. If this investment was not raised, the Board would be obliged to take steps to protect the interests of creditors and the Company may eventually be placed into an insolvent liquidation process out of which Shareholders would be unlikely to see any return on their investment.

The above considerations are not exhaustive, and Shareholders should seek their own independent advice when assessing the likely impact of the Disposal (or any decision by Shareholders not to approve it) on themselves.

Action to be taken

Shareholders will find enclosed with the Circular a reply-paid Form of Proxy which will enable them to vote at the General Meeting.

Whilst, in normal circumstances, the Board values very highly the opportunity to meet Shareholders in person, due to the ongoing COVID-19 pandemic and the related legal and other requirements, the General Meeting will be held as a closed meeting with a minimum number of Directors and/or employee Shareholders present, such that the legal requirement to hold a quorate meeting will be satisfied, and no other Shareholders will be permitted to access, attend or participate in person.

Shareholders are accordingly strongly urged to appoint the Chairman of the General Meeting (rather than their own choice of person) as their proxy as this is the only way to ensure their vote is counted.

The Company is taking these precautionary measures to safeguard Shareholders' and its employees' health and to enable the General Meeting to comply with current law. The Board will review these arrangements and any additional and/or alternative measures in advance of the General Meeting and will update Shareholders, as necessary, via a regulatory information service.

Shareholders may submit questions relating to the business to be dealt with at the General Meeting by emailing rthesiger@nakamaglobal.com at least 48 hours prior to the meeting. The Company will endeavour to publish these questions and the Company's responses on its website ( www.nakamagroupplc.com ) as soon as practicable after the meeting.

Shareholders who hold their Ordinary Shares in certificated form are requested to complete and sign the Form of Proxy and return it to the Company's registrars, Link Group, PSX 1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF as soon as possible and, in any event, so as to arrive no later than 10.00 a.m. on 27 December 2020. Unless your Form of Proxy is received by this date and time, it will be invalid.

Shareholders are reminded that, if their Ordinary Shares are held in the name of a nominee, only that nominee may submit a Form of Proxy.

Shareholders who hold their Ordinary Shares in CREST and wish to appoint the Chairman of the General Meeting as their proxy through the CREST electronic proxy appointment service may do so by completing and transmitting a CREST Proxy Instruction to Link Group as soon as possible and so that it is received by no later than 10.00 a.m. on 27 December 2020.

If you are in any doubt about the Disposal or the contents of this announcement or the action you should take, you are recommended to seek your own independent financial, tax and legal 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 United Kingdom or, if not, from another appropriately authorised independent financial adviser in the relevant jurisdiction.

Recommendation

The Board considers that the Disposal and the proposed change of name of the Company are each in the best interests of the Company and Shareholders as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of the Resolutions to be proposed at the General Meeting.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 
 Latest time and date for receipt      10.00 a.m. on 27 December 
  of Forms of Proxy                                         2020 
 Latest time and date for receipt      10.00 a.m. on 27 December 
  of CREST Proxy Instructions                               2020 
 General Meeting                       10.00 a.m. on 29 December 
                                                            2020 
 Expected completion of the Disposal              4 January 2021 
 

Notes:

(1) References to times in this announcement are to London time (unless otherwise stated).

(2) The dates set out in the timetable above are based on current expectations and may be subject to change.

(3) If any of the above times and/or dates should change, the revised times and/or dates will be notified to Shareholders by an announcement to a regulatory information service.

DEFINITIONS

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

 
 "Act"                       the Companies Act 2006 (as amended); 
 "AIM"                       the market of that name operated by the 
                              London Stock Exchange; 
 "AIM Rules"                 the AIM Rules for Companies and the AIM 
                              Rules for Nominated Advisers together with 
                              all accompanying guidance notes (as each 
                              are published by the London Stock Exchange 
                              from time to time); 
 "Allenby Capital"           Allenby Capital Limited, the Company's nominated 
                              adviser and broker; 
 "APA"                       the conditional asset purchase agreement 
                              dated 9 December 2020 entered into between 
                              Sanderson Recruitment and Nakama UK in respect 
                              of the Business Disposal; 
 "Australian Subsidiaries"   Nakama Melbourne and Nakama Sydney; 
 "Board" or "Directors"      the directors of the Company as at the date 
                              of this announcement, whose names will be 
                              set out in the Circular, or any duly authorised 
                              committee thereof; 
 "Business Disposal"         the proposed sale and purchase, subject 
                              (inter alia) to the passing of Resolution 
                              1 at the General Meeting, of the Nakama 
                              UK Business pursuant to the terms of the 
                              APA; 
 "certificated" or           a share or security which is not in uncertificated 
  in "certificated            form (that is, not in CREST); 
  form" 
 "Company" or "Nakama"       Nakama Group plc, a public limited company 
                              incorporated in England & Wales under registered 
                              number 1700310; 
 " Completion "              completion of the Disposal in accordance 
                              with the terms of the SPA and the APA on 
                              or about 4 January 2021; 
 "CREST"                     the computerised settlement system (as defined 
                              in the CREST Regulations) operated by Euroclear 
                              UK & Ireland Limited which facilitates the 
                              transfer of title to shares in uncertificated 
                              form; 
 "CREST Regulations"         the Uncertificated Securities Regulations 
                              2001 (S.I. 2001 No. 3755) (as amended from 
                              time to time); 
 "CREST Proxy Instruction"   has the meaning which will be given to that 
                              expression in the Notice of General Meeting; 
 "Disposal"                  together, the Business Disposal and the 
                              Share Disposal; 
 "Disposal Agreements"       together, the SPA and the APA; 
 "Existing Ordinary          the 117,791,441 Ordinary Shares in issue 
  Shares"                     at the date of this announcement, all of 
                              which are admitted to trading on AIM and 
                              comprising the entire issued ordinary share 
                              capital of the Company; 
 "Form of Proxy" or          the form of proxy to be enclosed with the 
  "Proxy Form"                Circular for use by Shareholders holding 
                              Ordinary Shares in certificated form in 
                              connection with the General Meeting; 
 "General Meeting"           the general meeting of the Company convened 
                              for 10.00 a.m. on 29 December 2020 (or any 
                              adjournment thereof), notice of which will 
                              be set out at the end of the Circular; 
 "Group"                     the Company together with its trading subsidiaries 
                              (as defined in the Act) as at the date of 
                              this announcement; 
 "Highams"                   the Company's subsidiary, Highams Recruitment 
                              Limited, a private limited company incorporated 
                              in England & Wales under registered number 
                              04080096 and comprising one of the Trading 
                              Businesses; 
 "IR35"                      the United Kingdom's anti-avoidance tax 
                              legislation designed to tax 'disguised' 
                              employment at a rate similar to employment; 
 "London Stock Exchange"     London Stock Exchange plc; 
 "Nakama HK"                 the Company's subsidiary, Nakama Hong Kong 
                              Limited, a private limited company incorporated 
                              in Hong Kong under registered number 1560827 
                              and comprising one of the Trading Businesses; 
 "Nakama Melbourne"          the Company's non-trading subsidiary, Nakama 
                              Melbourne Pty Ltd (in liquidation), a private 
                              limited company incorporated in Australia 
                              under registered number 142 930 194; 
 "Nakama Singapore"          the Company's subsidiary, Nakama Singapore 
                              Pte. Ltd., a private limited company incorporated 
                              in Singapore under registered number 201209691K 
                              and comprising one of the Trading Businesses; 
 "Nakama Sydney"             the Company's non-trading subsidiary, Nakama 
                              Sydney Pty Ltd (in liquidation), a private 
                              limited company incorporated in Australia 
                              under registered number 146 000 035; 
 "Nakama UK"                 the Company's subsidiary, Nakama Limited, 
                              a private limited company incorporated in 
                              England & Wales under registered number 
                              07009965, and the owner and operator of 
                              the Nakama UK Business; 
 "Nakama UK Business"        the business and assets of Nakama UK; 
 "Notice of General          the notice convening the General Meeting, 
  Meeting" or "Notice"        which will be set out at the end of the 
                              Circular; 
 "Ordinary Shares"           the ordinary shares of 0.01 pence each in 
                              the capital of the Company; 
 "R egister"                 the register of members of the Company; 
 " regulatory information    a regulatory information service approved 
  service"                    by the Financial Conduct Authority and which 
                              is on the list of regulatory information 
                              service providers maintained by it; 
 "Resolutions"               the ordinary resolution (being Resolution 
                              1) and the special resolution each to be 
                              proposed at the General Meeting and set 
                              out in the Notice; 
 "Sanderson"                 collectively, Sanderson Group, Sanderson 
                              Recruitment and Sanderson Solutions; 
 "Sanderson Recruitment      Sanderson Recruitment plc, an unlisted public 
  "                           limited company incorporated in England 
                              & Wales under registered number 02919156, 
                              being a subsidiary of Sanderson Group; 
 "Sanderson Group"           Sanderson Solutions Group plc, an unlisted 
                              public limited company incorporated in England 
                              & Wales under registered number 01617971; 
 " Sanderson Solutions       Sanderson Solutions International Limited, 
  "                           a private limited company incorporated in 
                              England & Wales under registered number 
                              04480016, also being a subsidiary of Sanderson 
                              Group; 
 " Share Disposal            the proposed sale and purchase, subject 
  "                           (inter alia) to the passing of Resolution 
                              1 at the General Meeting, of the Trading 
                              Subsidiaries pursuant to the terms of the 
                              SPA; 
 "Shareholders"              holders of Ordinary Shares from time to 
                              time and the term "Shareholder" shall be 
                              construed accordingly; 
 "SPA"                       the conditional share purchase agreement 
                              dated 9 December 2020 entered into between 
                              Sanderson Group, Sanderson Solutions, the 
                              Company and Nakama UK in respect of the 
                              Share Disposal; 
 "Trading Businesses"        the Group's four trading businesses, comprising 
                              Highams, the Nakama UK Business, Nakama 
                              HK and Nakama Singapore; 
 " Trading Subsidiaries"     together, each of Highams, Nakama HK and 
                              Nakama Singapore; 
 "uncertificated"            Existing Ordinary Shares recorded on the 
  or                          Register as being held in uncertificated 
  "in uncertificated          form in CREST, title to which, by virtue 
  form"                       of the CREST Regulations, may be transferred 
                              by means of CREST; 
 "United Kingdom"            the United Kingdom of Great Britain and 
  or "UK"                     Northern Ireland; and 
 "GBP"                       pounds sterling, the lawful currency of 
                              the United Kingdom. 
 

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