EXPLANATORY STATEMENT AND SPECIAL RESOLUTION TO TREVO SHAREHOLDERS

Transcription

1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you should consult your financial adviser, investment dealer, broker, CSDP or any other independent adviser immediately. The Company and the Directors, whose names appear on Page 6 of this document, accept responsibility, individually and collectively, for the information contained in this document. To the best of the knowledge and belief of the Company and the Directors, the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information and the Company has complied with all applicable laws in relation to this document. TREVO CAPITAL LTD ( Trevo Capital or the Company ) Incorporated in the Republic of Mauritius Registration number C1/GBL ISIN Code MU0505P00006 SEM Code TREV.P0000 NSX Ticker: TRVP EXPLANATORY STATEMENT AND SPECIAL RESOLUTION TO TREVO SHAREHOLDERS This document serves as 1. an Explanatory Statement issued in terms of the Buyback Rules in connection with the proposed Buyback; and 2. a Special Resolution Date of issue: 28 th July 2017 Neither the SEM, the NSX nor the FSC assumes any responsibility for the contents of this document. The SEM, NSX and the FSC make no representation as to the accuracy or completeness of any of the statements made or opinions expressed in this document and expressly disclaim any liability whatsoever for any loss arising from or in reliance upon the whole or any part thereof. 1

2 IMPORTANT DATES AND TIMES FOR SHAREHOLDERS The definitions and interpretations commencing on page 3 of this Explanatory Statement apply mutatis mutandis to this section. Explanatory Statement and Special Resolution sent to Shareholders Signed Shareholders Resolution received from Shareholders Results of Special Resolution published on SEM and NSX Commencement Date Closing Date Friday, 28 July Friday, 28 July Monday, 31 July Tuesday, 1 August Saturday, 30 September 2017 Note: The above dates and times are subject to amendment. Any such amendment will be announced on the SEM and the NSX website. 2

3 DEFINITIONS AND INTERPRETATIONS In this document, the following definitions apply throughout unless otherwise stated: Buyback Buyback Period Buyback Price Buyback Rules Buyback Shares CDS The purchase by the Company of the Buyback Shares held on the Mauritian Register at the SEM Buyback Price and on the Namibian Register at the NSX Buyback Price during the Buyback Period The period of time during which the Buyback will be effected being from the Commencement Date until the Closing Date but excluding the Excluded Period The NSX Buyback Price and the SEM Buyback Price The rules made by the SEM under Section 13(2)(f) of the Securities Act 2005 of Mauritius which rules may be cited as the Securities (Purchase of Own Shares) Rules 2008 Up to 63,292,534 Preference Shares in the Company (and a Buyback Share is a reference to each of the aforesaid Preference Shares) representing 20% of the Preference Shares in issue as at the Last Practicable Date Central Depository and Settlement Co. Ltd established under the Securities (Central Depository, Clearing and Settlement) Act 1996 of Mauritius Closing Date 30 September 2017 Commencement Date Company or Trevo Tuesday, 1 August 2017 being the commencement of the Buyback unless amended in accordance with the provisions of paragraph numbered 7 (vii) of this document Trevo Capital Ltd, a company incorporated as a private company limited by shares and was subsequently converted into a public company under the laws of Mauritius and holding a category one Global Business Licence issued by the FSC Constitution The constitution of the Company dated 13 November 2015 Directors or Board Excluded Period The Directors of the Company The period(s) during which a buyback is excluded in terms of the Buyback Rules including, without limitation, rule 4 of the Buyback Rules Explanatory Statement The explanatory statement required to be sent to Shareholders under the Buyback Rules in connection with the Buyback as contained in the specific provisions of paragraph numbered 7 of this document. FSC The Financial Services Commission of Mauritius Last Practicable Date Mauritian Register MUR The last practicable date prior to the finalisation of the Explanatory Statement is 28 th July 2017 The Mauritian share register of the Company The legal currency of Mauritius 3

4 NSX NSX Buyback Price N$ or NAD Preference Shares The Namibian Stock Exchange, which is licenced as an exchange in terms of the Stock Exchange Control Act 1 of 1985 of Namibia, as amended The cash consideration payable by the Company for each Buyback Share held on the Namibian Register, between a minimum price of ZAR and a maximum price of ZAR per Buyback Share. Namibian Dollars, the legal currency of Namibia Non-voting non-redeemable preference shares in the issued capital of the Company and Preference Share is a reference to each of the Preference Shares SEM SEM Buyback Price The Stock Exchange of Mauritius Ltd established under the repealed Stock Exchange Act 1988 and now governed by the Securities Act 2005 of Mauritius The cash consideration payable by the Company for each Buyback Share held on the Mauritian Register, between a minimum price of ZAR and a maximum price of ZAR per Buyback Share. Shareholders Ordinary Shares The persons who are registered as holders of Ordinary Shares as at the Record Date Ordinary no par value shares in the issued capital of the Company and Ordinary Share is a reference to each of the Ordinary Shares. Special Resolution A resolution, enclosed with the Explanatory Statement,proposed and passed in writing as a special resolution by seventy-five per cent (75%) of the voting Shareholders in terms of Section 117 of the Companies Act, 2001 of Mauritius and Clause 6 of the Company s Constitution ZAR South African Rand, the legal currency of the Republic of South Africa. 4

5 CORPORATE INFORMATION Registered office of the Company 1st Floor, Anglo-Mauritius House, Intendance Street, Port Louis, Mauritius Company secretary and Company administrator Globefin Management Services Ltd 1st Floor, Anglo-Mauritius House, Intendance Street, Port Louis Mauritius Registrar and Transfer Agent (Mauritius) Harel Mallac Corporate Services Ltd 18 Edith Cavell Street Port Louis Mauritius Auditors KPMG KPMG Centre 31 Cybercity Ebene Mauritius NSX sponsor IJG Securities 100 Robert Mugabe Avenue, First Floor Heritage Square, Windhoek Namibia 5

6 TREVO CAPITAL LTD ( Trevo Capital or the Company ) Incorporated in the Republic of Mauritius Registration number C1/GBL ISIN Code MU0505P00006 SEM Code TREV.P0000 NSX Ticker: TRVP Directors: Roshan Nathoo Ajay Kumar Jeetoo Uday Gujadhur Johannes Calitz Daniel Romburgh 1. Introduction As set out in the announcement published on the 20 th July, the Board passed a resolution on the 10 th July authorizing the Buyback of up to 63,292,534 Preference Shares at the Buyback Price during the Buyback Period. As at the Last Practicable Date there were 316,462,672 Preference Shares in issue. The Buyback therefore encompasses up to 20% of the Preference Shares in issue as at the Last Practicable Date. The purpose of this Explanatory Statement is to provide Shareholders with the relevant information relating to the Buyback and the action required by Shareholders to approve the Special Resolution required to implement the Buyback. 2. Rationale for the Buyback In the Company s original listing particulars dated 23 November 2015, the investment strategy of the Company was communicated to investors as,.to establish a strategically selected global selection of assets that will consist of various listed and unlisted investment securities across a range of asset classes (including retail and property). The execution of the strategy was subject to obtaining the requisite regulatory approvals for the externalisation of its existing assets which, at the time, comprised shares listed on the JSE in South Africa. Since the listing of the shares of the Company on the SEM and the NSX, the Company managed to secure the approval for the externalisation of 80% of its assets. The externalisation occurred during January 2017 leaving circa 20% of the total assets of the Company as JSE listed shares ( the SA Assets ). The SA Assets therefore no longer constitute part of the core business starategy of the Company and the Board has decided to dispose of the SA Assets and to utilise the proceeds to fund a specific share buyback on the listed shares. 3. Pricing Parameters The Board resolved to recommend to Shareholders that the Buyback be undertaken subject to the availability of Buyback Shares at the SEM Buyback Price for Preference Shares held on the Mauritian Register and at the NSX Buyback Price for Preference Shares held on the Namibian Register during 6

7 the Buyback Period, and that those Preference Shares be held as treasury shares following the Buyback. 4. Special Resolution In order to implement the Buyback, the Company requires Shareholder approval in terms of 3(d)(i) of the Buyback Rules. It is proposed that the Special Resolution is passed in writing in terms of Section 117 of the Companies Act, 2001 of Mauritius and Clause of the Company s Constitution. We therefore enclose as an annexure hereto a Shareholders Special Resolution authorising the Buyback. Kindly note that the Special Resolution, once passed, will take effect from 28 July Action to be taken 5.1 Shareholders recorded on the Mauritius share register Dematerialised shareholders Dematerialised shareholders are required to: complete the enclosed Special Resolution in accordance with the instructions contained therein and lodge with the company secretary, Globefin, via to, on or before 28 July Special Resolutions received after this date and time will not be accepted; or notify their stockbroker of their vote in the manner and the time stipulated in the agreement governing the relationship between such shareholders and their stockbroker Shareholders recorded on the NSX share register 6. Explanatory Statement Certificated shareholders Certificated shareholders must complete the enclosed Special Resolution in accordance with the instructions contained therein and lodge with the company secretary,, via to, on or before 28 July Special Resolutons received after this date and time will not be accepted Dematerialised shareholders Dematerialised shareholders are required to notify their duly appointed CSDP, broker or custodian of their vote in the manner and the time stipulated in the agreement governing the relationship between such shareholders and their CSDP, broker or custodian. The format and the content of this section 6 of this document comprises the specific requirements of the Explanatory Statement required by the Buyback Rules for a document of this nature. i. The Board approved the Buyback on 10 th July 2017 ii. In the Company s original listing particulars dated 23 November 2015, the investment strategy of the Company was communicated to investors as,.to establish a strategically selected global selection of assets that will consist of various listed and unlisted investment securities across a range of asset classes (including retail and property). The execution of the strategy was subject to obtaining the requisite regulatory approvals for the externalisation of its existing assets which, at the time, comprised shares listed on the JSE in South Africa.. Since the listing of the shares of the Company on the SEM and the NSX, the Company managed to secure the approval for the externalisation of 80% of its assets. The externalisation occurred during January 2017 leaving circa 20% of the total assets of the Company as JSE listed shares ( the SA Assets ). The SA Assets therefore no longer constitute part of the core 7

8 business starategy of the Company and the Board has decided to disposed of the SA Assets and to utilise the proceeds to fund a specific share buyback on the listed shares. iii. iv. It is proposed that Buyback Shares held on both the NSX Register and the Mauritian Register, representing 20% of the Preference Shares in issue and held by the public as at the Last Practicable Date, be repurchased by the Company at the NSX Buyback Price for Preference Shares held on the Namibian Register and at the SEM Buyback Price for Preference Shares held on the Mauritian Register during the Buyback Period. It is intended that the Buyback will be funded out of proceeds from the disposal of certain assets in Trevo s existing investment portfolio. Accordingly, there will be no direct cost of financing the Buyback. There will be brokerage fees and other costs, fees and charges incurred in the Buyback. v. The Company will proceed with the Buyback pursuant to the Buyback Rules. vi. The proposed timetable from opening until the close of the purchase operation is as follows: Commencement Date Tuesday, 1 August 2017 Closing Date Saturday, 30 September 2017 vii. viii. There has been no offer to sell Buyback Shares to the Company by any member of the Board of Directors or any substantial Shareholder (to the best of the knowledge of the Directors, having made all reasonable enquiries). The Company was incorporated on 9 November 2009 but was dormant for the period from incorporation until 30 June It was listed on SEM on 8 December 2015 and on the NSX on 9 December An extract of the audited financial statements for 28 February 2016 and 29 February 2017 is enclosed as Appendix 1 to this Explanatory Statement. 1. The present capital structure and shareholding pattern is as follows: Substantial Shareholders - Vista Holdings Ltd Others 315,862,672 Preference Shares representing 99.8% of the capital of the Company 450,000 Preference Shares representing 0.17% of the capital of the Company 100,100 Ordinary Shares representing 0.03% of the capital of the Company 2. The price has remained unchanged at ZAR 13 for the past 12 months and there have been no transactions. 8

9 TREVO CAPITAL LTD ( Trevo Capital or the Company ) Incorporated in the Republic of Mauritius Registration number C1/GBL ISIN Code MU0505P00006 SEM Code TREV.P0000 NSX Ticker: TRVP SPECIAL RESOLUTION OF THE SHAREHOLDERS MADE IN ACCORDANCE WITH SECTION 117 OF THE COMPANIES ACT, 2001 OF MAURITIUS We, the undersigned, being the voting shareholders of the Company, hereby approve the resolutions set down below without the holding of a special meeting of shareholders, such resolution to have the same force and effect as if it had been approved at a duly called and held special meeting of the shareholders of the Company. NOW, we, the undersigned, being ordinary shareholders of the Company for the time being HEREBY RESOLVE, WITH EFFECT FROM 28 JULY 2017, AS FOLLOWS by way of special resolution: (i) in accordance with the Securities (Purchase of Own Shares) Rules 2008 (being Rules made by the Stock Exchange of Mauritius under Section 13(2)(f) of the Securities Act 2005 of Mauritius), the Company may repurchase up to a maximum of 63,292,534 of its Preference Shares; (ii) those Preference Shares bought back from among Preference Shares held on the Namibian Register will be bought back for a cash consideration at a price between a minimum price per Share ZAR11.25 and a maximum price per Share of ZAR (unless otherwise varied in accordance with the terms of the Explanatory Statement); (iii) those Preference Shares bought back from among Preference Shares held on the Mauritian Register will be bought back for a cash consideration at a price between a minimum price per Share ZAR11.25 and a maximum price per Share of ZAR (unless otherwise varied in accordance with the terms of the Explanatory Statement); (iv) any amendment (s) to the prices referred to in (ii) and (iii) above made in accordance with the provisions of the Explanatory Statement are hereby ratified; (v) the authority granted under this resolution will be valid for one year from the date of registration of this Special Resolution; (vi) any of the directors of the Company or the company secretary be and are hereby authorised to take all such actions, sign all such documents and do all such things as may be necessary for or incidental to the implementation of special resolution. These resolutions may be executed in counterparts, all of which taken together shall constitute one and the same instrument. 9

10 Name: Representing: Date: Name: Representing: Date: 10

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