TIDMSVE
RNS Number : 4638R
Starvest PLC
27 October 2023
27 October 2023
Starvest Plc ("Starvest" or the "Company")
Proposed cancellation of admission to trading on AIM
Proposed members' voluntary liquidation
Notice of General Meeting
Starvest Plc (LON:SVE), the London Stock Exchange AIM-listed
specialist mining and resources investment company, announces
details of the proposed cancellation of the admission of its
ordinary shares to trading on AIM (the "Cancellation") and the
proposed implementation of a solvent members' voluntary liquidation
of the Company, pursuant to section 84 of the IA 1986 and section
283 of the Companies Act 2006 (the "Liquidation").
The Company's Ordinary Shares trade at a substantial discount to
the value of its underlying investments, including the Company's
investment in Greatland Gold plc ("Greatland"), which represents
the large majority of the Company's assets. As a result of the
substantial and persistent discount of the Company's shares and
market capitalisation to the underlying Net Asset Value (NAV) per
share and NAV, the Directors have unanimously decided to recommend
that the Company distribute its Greatland and Ariana Resources plc
interests to the Company's Shareholders, by way of a capital
distribution, so that they may potentially realise greater value
from direct ownership of these underlying investments than is
reflected in the Company's current share price.
A General Meeting (the "First General Meeting") of the Company
will be held at 12 p.m. on 21(st) November 2023 at which the
Company's Shareholders will be asked to consider, and if
appropriate, pass the resolution which will give effect to the
Cancellation ("Cancellation Resolution"). If the Cancellation is
passed, the expected effective date of the Cancellation will be
7.00 a.m. on 29(th) November 2023.
Following, and subject to Shareholder approval of, the
Cancellation a further General Meeting (the "Second General
Meeting") will be called at which the Shareholders will be asked to
consider and, if appropriate, pass the resolutions which will put
the Company into a members' voluntary liquidation and appoint the
Liquidators ("Liquidation Resolutions").
Publication of Circular
An explanatory circular ("Circular") containing a Notice of
General Meeting for the First General Meeting and associated form
of proxy will be sent to shareholders today providing further
details of the Cancellation and Liquidation and setting out the
reasons for which the Cancellation and the Liquidation are being
proposed. The full text of the Chairman's letter contained in the
Circular is given below.
A copy of the Circular will shortly be available on the
Company's website at: https://www.starvest.co.uk/
Recommendation
The Board of Directors consider that the Cancellation Resolution
and Liquidation Resolution are in the best interests of
Shareholders as a whole. Accordingly, the Board unanimously
recommends Shareholders to vote in favour of the Cancellation
Resolution at the First General Meeting and the Liquidation
Resolutions at the Second General Meeting, as the Directors intend
to do so in respect of their own beneficial holdings of Ordinary
Shares, representing approximately 16.7% of the Company's existing
issued ordinary share capital.
Definitions
Defined terms have the same meaning as used in the Circular
unless the context requires otherwise. Defined terms are set out
below.
The information contained within this announcement is deemed to
constitute inside information as stipulated under the retained EU
law version of the Market Abuse Regulation (EU) No. 596/2014 (the
"UK MAR") which is part of UK law by virtue of the European Union
(Withdrawal) Act 2018. The information is disclosed in accordance
with the Company's obligations under Article 17 of the UK MAR. Upon
the publication of this announcement, this inside information is
now considered to be in the public domain.
Mark Badros
Chief Executive Officer
27 October 2023
Further Information
Starvest is a specialist mining and resource investment company
and has the industry knowledge and market exposure to select
compelling opportunities early in the investment cycle.
Investors are encouraged to view our RNS feed on the Starvest
web site www.starvest.co.uk/announcements
Investors are also encouraged to follow and review the RNS and
other news flows issued or otherwise disseminated by Greatland Gold
plc, an investee company which constitutes substantially the
largest portion of Starvest's trading portfolio value and whose
share price can influence that of Starvest.
www.greatlandgold.com/media/investor-news/
Enquiries to:
Starvest PLC
Mark Badros or Gemma Cryan 02077 696 876 info@starvest.co.uk
Grant Thornton UK LLP (Nomad)
Colin Aaronson, Harrison Clarke or Ciara Donnelly 02073 835
100
SI Capital Ltd (Broker)
Nick Emerson or Sam Lomanto 01483 413 500
Proposed cancellation of admission to trading on AIM
Proposed members' voluntary liquidation of Starvest plc
("Starvest" or the "Company")
Notice of General Meeting
This morning, the Company announced the following proposals:
-- conditional on Shareholder approval, to cancel the admission
of the Company's Ordinary Shares to trading on AIM (the
"Cancellation"); and
-- following the Cancellation, conditional on Shareholder
approval, to place the Company into a solvent members' voluntary
liquidation, pursuant to section 84 of the IA 1986 and section 283
of the Companies Act 2006 (the "Liquidation") (together the
"Proposals").
The purpose of this document is to set out the Board's reasons
for the Proposals and to convene a general meeting at 12 p.m. on
Tuesday, 21(st) November 2023 at which the Shareholders will be
asked to consider and, if appropriate, pass the resolution which
will give effect to the Cancellation ("Cancellation Resolution").
Following, and subject to Shareholder approval of, the Cancellation
a further General Meeting ("Second General Meeting") will be called
at which the Shareholders will be asked to consider and, if
appropriate, pass the resolutions which will put the Company into a
members' voluntary liquidation and appoint the Liquidators
("Liquidation Resolutions").
1. Introduction
Starvest is a United Kingdom-based investment company supporting
early-stage mineral exploration ventures with a focus on small
company new issues and pre-initial public offering opportunities.
While its investing policy does not limit the Company's investments
to the natural resources sector, the vast majority of the Company's
previous investments have been in that sector as are all of its
current portfolio of investments.
The Company acquired its interest in the Greatland Shares in
several tranches since February 2006 at a cost of GBP417,456.
Currently valued at GBP4,805,000, based on a closing share price of
6.2 pence on Wednesday, 18(th) October 2023, the investment in
Greatland has appreciated by 1,051%. Over this period, the
aggregate value of the Company's Ordinary Shares has remained at a
substantial discount to the value of its underlying investments,
including the Company's investment in Greatland. As a result of the
substantial and persistent discount of the Company's shares and
market capitalisation to the underlying NAV per share and NAV, the
Directors have unanimously decided to recommend that the Company
distribute its Greatland and Ariana interests to the Company's
Shareholders so that they may potentially realise greater value
from direct ownership of these underlying investments than is
reflected in the Company's current share price.
However, the Company does not have sufficient distributable
reserves to undertake such a distribution in specie without
reducing the Shareholders' paid-in capital below an allowable
amount and, having considered the options available to the Company,
the Directors have resolved that it is in the best interests of the
Shareholders to wind up the Company and distribute its assets to
Shareholders.
As part of the Liquidation it is proposed to distribute the
Greatland Shares and the Ariana Shares as distributions in specie
to the Shareholders, together with the surplus cash that remains in
the Company, once its creditors have been paid.
Based on the current holdings of Greatland Shares and Ariana
Shares, the Company believes that Greatland Shares will be
distributed in a ratio of approximately 1.33 Greatland Shares for
every one share of the Company and approximately 0.199 Ariana Share
for every one share of the Company. In the discretion of the Board
and the Proposed Liquidators, some of the share portfolio will be
retained as necessary to ensure that there is sufficient cash to
pay creditors and meet professional fees. This may affect the
number of Greatland Shares and Ariana Shares to be distributed.
Notwithstanding any other provision, Shareholders will receive a
whole number of shares and no fractional shares of Greatland or
Ariana will be issued. Shares of Greatland and Ariana that remain
after allocating through this procedure will be allocated by
assigning one additional share of Greatland or Ariana to individual
Shareholders in an order determined by the Board, until all such
shares are allocated.
Prior to the Liquidation, the Cancellation needs to take
place.
2. Timetable
It is currently anticipated that the key dates will be as
follows:
Announcement of the Proposals Friday, 27(th) October
2023
Posting of the Circular and Forms of Proxy Friday, 27(th) October
2023
------------------------
Latest time and date for receipt of completed 12 p.m. on Friday,
Forms of Proxy 17(th) November
2023
------------------------
Time and date of First General Meeting 12 p.m. on Tuesday,
21(st) November
2023
------------------------
Company's announcement of result of First Tuesday, 21st November
General Meeting 2023
------------------------
Expected last day of dealings in the Ordinary Tuesday, 28(th)
Shares on AIM* November 2023
------------------------
Expected time and date of the AIM Cancellation* 7 a.m. on Wednesday,
29(th) November
2023
------------------------
Expected date of Second General Meeting* Monday, 11(th) December
2023
------------------------
References to times and dates in the timetable above are to
London time unless otherwise stated. Each of the times and dates in
the above timetable is subject to change.
*Shareholders should note that the timing of Cancellation and
the Second General Meeting are estimates and the actual timing may
vary.
2. Effect of the Cancellation
If the Cancellation Resolution is passed at the First General
Meeting, Shareholders will no longer be able to buy and sell
Ordinary Shares on AIM after Tuesday, 28(th) November 2023.
As a company incorporated in England and Wales, the Company will
continue to be subject to the requirements of the Companies Act
2006.
Following the Cancellation taking effect, the Company will no
longer be subject to the AIM Rules for Companies or be required to
retain the services of an independent nominated adviser. The
Company will also no longer be required to comply with the
continuing obligations set out in the DTRs or, provided the
Company's securities remain outside the scope of the regulation, UK
MAR. In addition, the Company and its shareholders will no longer
be subject to the provisions of the DTRs relating to the disclosure
of changes in significant shareholdings in the Company.
Shareholders who continue to hold Ordinary Shares following the
Cancellation will continue to be notified in writing of the
availability of key documents on the Company's website, including
general meeting documents. Holders of Ordinary Shares will be
eligible to receive any future dividends that may be declared.
Details of the application of the City Code, which will continue
to apply to the Company following the Cancellation, are set out
below.
3. Transactions in Ordinary Shares prior to and post the proposed Cancellation
Prior to Cancellation
Shareholders should note that they will be able to continue
trading in the Ordinary Shares on AIM prior to the date of the
Cancellation. If Shareholders approve the Cancellation, it is
anticipated that the last day of dealings in the Ordinary Shares on
AIM will be Tuesday, 28(th) November 2023.
Post Cancellation
If the Cancellation Resolution is passed at the First General
Meeting, the Company's Ordinary Shares will continue to be traded
on AIM until market close (4.30 p.m. London time) on Tuesday,
28(th) November 2023. Thereafter, holders of Ordinary Shares can
still hold the Ordinary Shares, but there will be no public market
on which the Ordinary Shares can be traded. Following the
Cancellation, the Company does not intend to put in place
alternative arrangements to provide a mechanism to assist
Shareholders to sell Ordinary Share prior to the proposed
Liquidation.
4. Application of the City Code following the Cancellation
Following the Cancellation, Shareholders will continue to
benefit from the protection afforded by the Companies Act 2006 (as
the Company remains incorporated in England and Wales).
The City Code is issued and administered by the Panel. Starvest
is a company to which the City Code currently applies, and its
shareholders are accordingly entitled to the protections afforded
by the City Code. The City Code and the Panel operate principally
to ensure that shareholders are treated fairly and not denied an
opportunity to decide of the merits of a takeover and the
shareholders of the same class are afforded equivalent treatment by
an offeror. The City Code also provides an orderly framework within
which takeovers are conducted. In addition, it is designed to
promote, in conjunction with other regulatory regimes, the
integrity of the financial markets. You can view a copy of the code
at http://www.thetakeoverpanel.org.uk/the-code .
Following the Cancellation, as the Company will remain a public
limited company incorporated in England and Wales but its
securities will not be admitted to trading on a regulated market or
multilateral trading facility in the United Kingdom (or a stock
exchange in the Channel Islands or the Isle of Man), the City Code
will only apply to the Company if it is considered by the Panel to
have its place of central management and control in the United
Kingdom (or the Channel Islands or the Isle of Man). This is known
as the "residency test". The way in which the test for central
management and control is applied for the purposes of the City Code
may be different from the way in which it is applied by the United
Kingdom tax authorities, HMRC. Under the City Code, the Panel looks
to where the majority of the directors of the Company are resident,
amongst other factors, for the purposes of determining where the
Company has its place of central management and control.
The Panel has confirmed to the Company that following the
Cancellation, based on the current composition of the Board, the
City Code will not apply to the Company. However, the City Code
could apply to the Company in the future if any changes to the
Board composition result in the Panel considering that the Company
has its place of central management and control in the United
Kingdom (or the Channel Islands or the Isle of Man)
5. Liquidation
It is proposed, subject to and following the Cancellation, that
the Company enters into a solvent members' voluntary
liquidation.
It is proposed that following the Cancellation but before the
Company enters into the Liquidation, all of the Company's assets in
its investment portfolio, other than the Greatland Shares and the
Ariana Shares, will be sold.
It is proposed, subject to the Shareholders placing the Company
into a members' voluntary liquidation through the passing of the
Liquidation Resolutions at the Second General Meeting, that the
Liquidators distribute the Greatland Shares and the Ariana Shares,
to the Shareholders as a distribution in specie and distribute the
cash, if any, that remains in the Company.
It is expected that the Liquidators will distribute the
Greatland Shares and the Ariana Shares, together with the remaining
cash, very shortly after their appointment, In the discretion of
the Board and the Proposed Liquidators, some of the share portfolio
will be retained as necessary to ensure that there is sufficient
cash to pay creditors and meet professional fees. This may affect
the number of Greatland Shares and Ariana Shares to be distributed.
The remaining proceeds will be returned to the Shareholders as soon
as possible thereafter.
6. Taxation
Upon receipt of a capital distribution in the course of the
liquidation of the Company, Shareholders will be treated as
disposing of their Ordinary Shares for consideration equal to the
aggregate market value as of the distribution date of the Greatland
Shares and the Ariana Shares that they receive, plus the amount of
any cash received.
For a UK tax-resident individual this will give rise to a
capital gain or loss on the difference between the value of the
consideration received, less the cost of their Ordinary Shares. In
the event of a capital gain, to the extent there are no offsetting
capital losses, Capital Gains Tax will be payable at a rate of 20%
of that gain. The tax due on distributions received before 5(th)
April 2024 will become payable on 31(st) January 2025. In the event
of a capital loss, this may be available to carry forward
indefinitely against future capital gains.
A UK tax-resident company will owe Corporation Tax on Capital
Gains at its marginal rate 9 months after the end of the fiscal
year in which the distribution is received. Similarly, a capital
loss arising may be carried forward and offset against future
capital gains.
Non-UK resident investors will be subject to the rules
prevailing in their respective tax jurisdictions.
This information is provided for general guidance only and
should not be construed as comprising taxation advice. Shareholders
should seek tax advice on their own particular circumstances from
appropriate professional advisors.
7. Process for the AIM Cancellation
Under Rule 41 of the AIM Rules, it is a requirement that the AIM
Cancellation must be approved by not less than 75% of votes cast by
Shareholders at a general meeting of the Company. In addition, any
AIM-quoted company that wishes for the London Stock Exchange to
cancel the admission of its shares to trading on AIM is required to
notify shareholders and to separately inform the London Stock
Exchange of its preferred cancellation date at least 20 Business
Days prior to such date.
Accordingly, the Board is hereby convening the First General
Meeting to vote on the Cancellation Resolution and has noti ed the
London Stock Exchange of the Company's intention, subject to the
Cancellation Resolution being passed at the First General Meeting,
to cancel the Company's admission of the Ordinary Shares to trading
on AIM on Tuesday, 21(st) November 2023. The AIM Cancellation will
not take effect until at least ve clear Business Days have passed
following the passing of the Cancellation Resolution and a dealing
notice has been issued by the London Stock Exchange.
If the Cancellation Resolution is passed at the First General
Meeting, it is expected that the last day of trading in Ordinary
Shares on AIM will be Tuesday, 28(th) November 2023 and that the
AIM Cancellation will take effect at 7 a.m. on Wednesday, 29(th)
November 2023.
8. Record Date
The First General Meeting Record Date is 12 p.m. on Friday,
17(th) November 2023. To be on the register of members of Starvest
at the Record Date, transfers of Ordinary Shares in uncertificated
form must take place by 6 p.m. on the day prior the Record Time and
transfers in certificated form must be received by the Company's
registrar by 6 p.m. on the day prior to the Record Time.
Shareholders will be notified of the Second General Meeting
Record Date in due course.
9. First General Meeting and Action to be taken
The Cancellation is conditional on the passing of the
Cancellation Resolution, which will be proposed as a special
resolution requiring the support of 75% of those voting in person
or by proxy. A separate proxy form will be forwarded to all
Shareholders. Accordingly, you will find set out at the end of this
document a notice convening the First General Meeting to be held at
the offices of Grant Thornton UK LLP, 30 Finsbury Square, London
EC2A 1AG. The Cancellation Resolution is to approve the
Cancellation, as required under the articles of association of the
Company and the AIM rules.
10. Steps following the First General Meeting
Assuming that the Cancellation Resolution is passed at the First
General Meeting the following will take place:
-- The listing of the Company's Ordinary Shares to trading on
AIM will be cancelled and the Company will cease to trade on AIM.
This is expected to take place at 7 a.m. on Wednesday, 29(th)
November 2023. The listing of the Company's Ordinary Shares on AIM
will already have been suspended from 4.30 p.m. London time on
Tuesday, 28(th) November 2023.
-- The Board will pay the Company's creditors, if and to the
extent that cash is available therefore, and liquidate the
Company's assets, other than the Greatland Shares and the Ariana
Shares. Based on the Company's latest balance sheet and internal
projections, the Board believes that all creditor claims will be
paid in full. If necessary, some of the share portfolio will be
retained to ensure that there is sufficient cash to pay creditors
and meet professional fees. This may affect the number of Greatland
Shares and Ariana Shares to be distributed.
-- Once the Board has paid the Company's creditors, so far as
they can, and liquidated the Company's assets, other than the
Greatland Shares and the Ariana Shares, the Board will call the
Second General Meeting to consider the Liquidation. Any residual
claims will be settled in the Liquidation.
11. Second General Meeting and Action to be taken
The Liquidation is conditional on the passing of the Liquidation
Resolutions, one of which will be proposed as a special resolution,
requiring the support of 75% of those voting in person or by proxy,
the other of which will be proposed as an ordinary resolution,
requiring the support of more than 50% of those voting in person or
by proxy. A separate proxy form will be forwarded to all
Shareholders.
12. Steps following the Second General Meeting
Assuming that the Liquidation Resolutions are passed at the
Second General Meeting, the following will take place;-
-- The Company will enter into members' voluntary liquidation.
-- Michael Solomons and Andrew Pears of Moorfield Advisory will
be appointed as the joint liquidators of the Company.
-- All creditors will be paid in full.
-- The Liquidators will make the liquidation distributions as set out above.
-- No further audited financial statements or half yearly
reports will be issued by the Company. The Liquidators will file
final annual accounts.
13. Recommendation
The Board consider for the reasons set out above, that the
Resolutions are in the best interests of the Shareholders as a
whole. Accordingly, the Board unanimously recommends Shareholders
to vote in favour of the Cancellation Resolution at the First
General Meeting and the Liquidation Resolutions at the Second
General Meeting, as the Directors intend to do so in respect of
their own beneficial holdings of Ordinary Shares, representing
approximately 16.7% of the Company's existing issued ordinary share
capital.
No forecast or projection of business or financial results is
expressed or implied from the statements above.
Yours faithfully
CALLUM BAXTER
CHAIRMAN
DEFINITIONS
The following definitions apply throughout this document, unless
the context requires otherwise:
AIM the market of that name operated by the London Stock
Exchange.
AIM Rules the AIM Rules for Companies published by the London
Stock Exchange for the time being.
Ariana Ariana Resources plc, a company whose shares are quoted
on AIM.
Ariana Shares 11,600,000 ordinary shares of Ariana Resources
plc, held by the Company.
Board the board of directors of the Company.
Business Day any day on which banks are open for business in
London other than a Saturday, Sunday or statutory holiday.
CA 2006 the Companies Act 2006, as amended.
Cancellation conditional on Shareholder approval, the
cancellation of the admission of the Company's Ordinary Shares to
trading on AIM.
Cancellation Resolution the resolution which, conditional on
Shareholder approval, will give effect to the Cancellation.
City Code the City Code on Takeovers and Mergers.
Company or Starvest Starvest plc, a public limited liability
company incorporated and registered inEngland and Wales (with
registration number 03981468) whose registered office is at
Salisbury House, London Wall, London EC2M 5PS.
CREST the computerised settlement system (as defined in the
CREST Regulations) operated by Euroclear which facilitates the
holding and transfer of title to shares in uncertificated form.
CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001 No.
3755) as amended.
DTRs the Disclosure Guidance and Transparency Rules of the
FCA.
Directors the directors of the Company as at the date of this
document whose names are listed on page 3 of this document.
FCA the Financial Conduct Authority.
First General Meeting the general meeting of the Company
convened pursuant to the Notice and to be held at the offices of
Grant Thornton UK LLP, 30 Finsbury Square, London EC2A 1AG at 12
p.m. on Tuesday, 21(st) November 2023 at which Shareholders will be
invited to consider and, if appropriate, pass the Cancellation
Resolution.
First General Meeting Record Date 12 p.m. on Friday, 17(th) November 2023.
Form of Proxy the form of proxy for use at the First General
Meeting.
Greatland Greatland Gold plc, a company whose shares are quoted
on AIM
Greatland Shares 77,500,000 ordinary shares of Greatland Gold
Plc held by the Company
Group the Company and its subsidiary undertakings from time to
time
IA 1986 Insolvency Act 1986, as amended.
Liquidation following the Cancellation, conditional on
Shareholder approval, the placing of the Company into a solvent
members' voluntary liquidation, pursuant to section 84 of the IA
1986 and section 283 of the Companies Act 2006.
Liquidation Resolutions the resolutions which, conditional on
Shareholder approval, will give effect to the Liquidation.
London Stock Exchange London Stock Exchange plc.
Notice the notice of First General Meeting which is set out at
the end of this document.
Ordinary Shares ordinary shares of 1 pence each in the capital
of the Company.
Panel the Panel on Takeovers and Mergers being the United
Kingdom's regulatory body charged with the administration of the
City Code.
Proposed Liquidators Michael Solomons and Andrew Pear of Moorfields Advisory.
Resolutions together the Cancellation Resolution and the
Liquidation Resolutions.
Second General Meeting subject to the passing of the
Cancellation Resolution, the general meeting of the Company to be
convened at which Shareholders will be invited to consider and, if
appropriate, pass the Liquidation Resolutions.
Second General Meeting Record the record date for the Second General Meeting.
Date
Shareholders the registered holders of Ordinary Shares.
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland.
UK MAR Regulation (EU) No. 596/2014 which forms part of the
domestic law in the United Kingdom pursuant to the European Union
(Withdrawal) Act 2018.
Uncertificated recorded on the relevant register of the share or
security concerned as being held in uncertificated form in CREST
and title to which, by virtue of the CREST Regulations may be
transferred by means of CREST.
This information is provided by RNS, the news service of the
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END
MSCFLFSRISLRFIV
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