NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION (INCLUDING THE UNITED STATES) WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
22 July 2020
RECOMMENDED ALL-SHARE OFFER
SATIVA GROUP PLC
to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Publication of Scheme Document
On 3 June 2020, the boards of directors of Stillcanna, Inc. (“Stillcanna”) and Sativa Group Plc (“Sativa”) announced that they had reached agreement on the terms of a recommended share for share exchange offer to be made by Stillcanna for the entire issued and to be issued share capital of Sativa.
It was also announced that the Offer would be implemented by way of a Court-sanctioned scheme of arrangement between Sativa and its shareholders under Part 26 of the Companies Act 2006.
The Sativa Directors are pleased to announce that the Scheme Document in relation to the Offer is being published and posted to Sativa Shareholders today, together with the Forms of Proxy for the Meetings. The Scheme Document sets out, amongst other things, the full terms and conditions of the Scheme, an explanatory statement, an expected timetable of principal events, notices of the Court Meeting and the Sativa General Meeting and details of the actions to be taken by Sativa Shareholders.
As further detailed in the Scheme Document, in order to become Effective, the Scheme requires, amongst other things, the approval of a majority in number of the Scheme Shareholders voting by proxy at the Court Meeting, representing not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders, together with the sanction of the Court and the passing of the special resolution necessary to implement the Scheme at the Sativa General Meeting and Stillcanna having taken all necessary actions so that the New Stillcanna Shares begin trading, and the existing Stillcanna Shares resume trading, on the CSE by not later than 14 days after the Effective Date. Irrevocable commitments to vote in favour of the Scheme in respect of 78.5% of the existing issued Sativa Shares have been received as at 21 July 2020.
Notices convening the Court Meeting for 11.00 a.m. on 17 August 2020 and the Sativa General Meeting for 11.15 a.m. on the same date (or as soon thereafter as the Court Meeting is concluded or adjourned), to be held at the offices of The Blue Building, Stubbs Lane, Beckington, Frome, Somerset, BA11 6TE, United Kingdom are set out in the Scheme Document. Forms of Proxy, for use at such Meetings, are enclosed with the Scheme Document.
Due to the current COVID-19 situation, arrangements for the Court Meeting and the General Meeting will need to differ from usual practice. In keeping with the Government’s current COVID-19 health and safety advice, it is proposed that the meeting be held with a board quorate only and that shareholders will not be able to attend the Meetings in person. To ensure that Scheme Shareholders can still participate in an orderly and safe Court Meeting and General Meeting, it is proposed that the Meetings be held virtually via an electronic platform. Scheme Shareholders will be able to hear the Meetings’ chairman and to submit questions on the resolutions and business of the Meetings. It is proposed that specific questions can be submitted prior to the Meetings and in real-time during the Court Meeting and the General Meeting. These measures are required in order to safeguard Shareholders’ health and in order to make the AGM as safe and efficient as possible. The Company is invoking certain of the meetings provisions in the Companies Act 2006 and its articles of association. These provisions allow the Company to use facilities and measures that it considers to be adequate, and for the Company to make arrangements for the safety and security of Shareholders in line with COVID-19 safety advice.
IF YOU ARE A SHAREHOLDER AND WISH TO VIRTUALLY ATTEND EITHER THE COURT MEETING OR THE GENERAL MEETING, PLEASE REQUEST A HYPERLINK AND PASS CODE TO THE MEETING BY CONTACTING ANNE TEW, COMPANY SECRETARY, AT [email protected]
If the Scheme is duly approved by voting Scheme Shareholders, the special resolution is approved by Sativa Shareholders, all other Conditions to the Offer are satisfied or (if capable of waiver) waived, the Court sanctions the Scheme and the Scheme becomes Effective in accordance with its terms, it is currently expected that admission to trading on the Aquis Exchange for Sativa Shares will be cancelled from admission to trading before market opening on 2 September 2020.
It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of voting Scheme Shareholders’ opinion. Voting Scheme Shareholders are therefore strongly urged to complete, sign and return the Forms of Proxy (once received) as soon as possible. Live voting will not be possible at the Court Meeting or the General Meeting and Scheme Shareholders are strongly encouraged to exercise their voting rights at the Court Meeting and the General Meeting by completing and returning a Form of Proxy or CREST proxy instruction. Forms of Proxy must be received by no later than 48 hours (excluding any part of such 48 hour period falling on a non-Business Day) before the appointed time for the relevant Meeting. The completion and return of a Form of Proxy or CREST proxy instruction will not prevent you from virtually attending the Meetings or any adjournment thereof if you so wish and are so entitled in the manner described above
Capitalised terms in this announcement, unless otherwise defined herein, have the same meanings as set out in the Scheme Document.
Copies of this announcement and the Scheme Document, together with information incorporated into it by reference to external sources, will be available free of charge (subject to certain restrictions relating to persons in certain overseas jurisdictions) on Sativa’s and Stillcanna’s websites at www.swg.sativawebsites.com and www.stillcanna.com respectively from no later than 12 noon (London time) on 23 June 2020 up to and including the Effective Date. The contents of these websites are not incorporated into, and do not form part of, this announcement.
The expected timetable of principal events for the implementation of the Scheme is set out below. If any of the key dates set out in the expected timetable change, an announcement will be made through a Regulatory Information Service.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
All references in this announcement to times are to London times unless otherwise stated.
|Time and/or date|
|Publication of the Scheme Document||22 July 2020|
|Latest time for lodging the Blue Form of Proxy for the Court Meeting||11.00 a.m. on 13 August 2020(1)|
|Latest time for lodging the White Form of Proxy for the Sativa General Meeting||11.15 a.m. on 13 August 2020(2)|
|Scheme Voting Record Time for the Court Meeting and the Sativa General Meeting||6.00 p.m. on 13 August 2020(3)|
|Court Meeting||11.00 a.m. on 17 August 2020|
|Sativa General Meeting||11.15 a.m. on 17 August 2020(4)|
|Stillcanna Shareholder Meeting||27 August 2020|
|The following dates are indicative only and are subject to change: (5)|
|Last day of dealings in, and for registration of transfers and disablement in CREST of, Sativa Shares||28 August 2020|
|Court Hearing||28 August 2020|
|Scheme Record Time||6.00 p.m. on 28 August 2020|
|Effective Date of the Scheme||1 September 2020|
|Cancellation of admission to trading on AQSE of, and cessation of dealings in, Sativa Shares||2 September 2020|
|Latest date for settlement and listing on the CSE of the New Stillcanna Shares due under the Scheme||15 September 2020|
|Longstop Date (6)||30 September 2020|
|(1) It is requested that Blue Forms of Proxy for the Court Meeting be lodged not later than 48 hours prior to the time appointed for the Court Meeting (noting that in taking account of this 48 hour period, no account shall be taken of any part of a day that is not a working day). The BLUE Form of Proxy for the Court Meeting must be lodged by the time stated above in order to be valid or, if the Court Meeting is adjourned, not later than 48 hours (excluding non-business days) before the time fixed for the holding of the adjourned meeting.|
|(2) White Forms of Proxy for the Sativa General Meeting must be lodged not later than 48 hours prior to the time appointed for the Sativa General Meeting (noting that in taking account of this 48 hour period, no account shall be taken of any part of a day that is not a working day). White Forms of Proxy not returned so as to be received by the time mentioned above and in accordance with the instructions on the White Form of Proxy will be invalid unless the Sativa Directors direct otherwise.|
|(3) If either the Court Meeting or the Sativa General Meeting is adjourned, the Scheme Voting Record Time for the relevant adjourned meeting will be 6.00 p.m. on the day which is two working days prior to the date fixed for the adjourned Meeting.|
|(4) Or as soon thereafter as the Court Meeting shall have concluded or been adjourned.|
|(5) These dates and times are indicative only and will depend, among other things, on the dates upon which: (i) the Conditions are satisfied or waived (to the extent they are capable of being waived); (ii) the Court sanctions the Scheme; and (iii) the copy of the Court Order is delivered to the Registrar of Companies for registration. If any of the expected dates change, the revised times and/or dates will be announced by Sativa via a Regulatory Information Service.|
|(6) This is the latest date by which the Scheme may become Effective unless Sativa and Stillcanna agree (and, if required, the Panel and the Court permit) a later date.|
AQSE Growth Market Corporate Adviser
Guy Miller/Allie Feuerlein
Peterhouse Capital Limited
+44 (0) 20 7220 9795
Peterhouse Capital Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser to Sativa in connection with the Offer and other matters set out in this announcement and for no-one else and will not be responsible to anyone other than Sativa for providing the protections afforded to its clients or for providing advice in relation to the Offer and other matters set out in this announcement. Neither Peterhouse Capital Limited nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Peterhouse Capital Limited in connection with this announcement, any statement contained herein or otherwise.
Sativa Shareholders may request a hard copy of this announcement by contacting Anne Tew, Company Secretary, at [email protected] between 8.30 a.m. to 5.30 p.m., Monday to Friday (except for public holidays in England and Wales). Sativa Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION, OR THE SOLICITATION OF AN OFFER, TO PURCHASE, OTHERWISE ACQUIRE, SUBSCRIBE FOR, SELL OR OTHERWISE DISPOSE OF, ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION PURSUANT TO THE OFFER OR OTHERWISE NOR WILL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF SECURITIES IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.
The Offer is being made solely pursuant to the disclosures and information contained in the Scheme Document which, together with the Forms of Proxy, contains the full terms and conditions of the Offer, including details of how Sativa Shareholders may vote at the Meetings in respect of the Offer.
Sativa urges Sativa Shareholders to read the Scheme Document because it contains important information in relation to the Offer, the New Stillcanna Shares and the Combined Group. Any vote in respect of the Scheme or other response in relation to the Offer should be made only on the basis of the information contained in the Scheme Document.
This announcement does not constitute a prospectus or prospectus equivalent document.
If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial 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.
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction. In particular, the ability of persons who are not resident in the United Kingdom to participate in the Offer may be affected by the laws of the relevant jurisdictions in which they are located. This announcement has been prepared for the purposes of complying with English law and with the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of jurisdictions outside the United Kingdom.
The Offer is being implemented in accordance with applicable English law and is subject to the applicable requirements of the Code, the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority, the Panel and the rules of the London Stock Exchange (including the AQSE Rules) and also, as a result of Stillcanna being a Canadian company listed on the CSE, with the applicable requirements of Canadian laws and the policies of the CSE.
Unless otherwise determined by Stillcanna or required by the Code, and permitted by applicable law and regulation, the Offer may not be made directly or indirectly, in or into, or by the use of (electronic) mail or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality or facilities. Accordingly, copies of this announcement, the Scheme Document, the notices of Court Meeting and General Meeting, the Forms of Proxy and all other documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. All persons receiving this announcement (including, without limitation, custodians, nominees and trustees) should observe these restrictions and any applicable legal or regulatory requirements of their jurisdiction and must not mail or otherwise forward, send or distribute this announcement in, into or from any Restricted Jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.
The receipt of securities pursuant to the Offer by Overseas Shareholders may be a taxable transaction under applicable national, state and local, as well as foreign and other tax laws. Each Overseas Shareholder is urged to consult their independent professional adviser regarding the tax consequences of the Offer.
Further details in relation to Overseas Shareholders are contained in the Scheme Document.
Additional information for US investors
These materials are not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia). These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States.
The New Stillcanna Shares have not been and will not be registered under the US Securities Act of 1933 (the “US Securities Act”) or under the securities laws of any State or other jurisdiction of the United States. Accordingly, the New Stillcanna Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into the United States absent registration under the US Securities Act or an exemption therefrom. The New Stillcanna Shares to be issued pursuant to the Offer are expected to be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. There will be no public offer of New Stillcanna Shares in the United States.
Sativa is incorporated under the laws of England and Wales and Stillcanna is incorporated under the laws of British Columbia. All of the officers and directors of Sativa and Stillcanna are residents of countries other than the United States. It may not be possible to sue Sativa and Stillcanna in a non-US court for violations of US securities laws. It may also be difficult to compel Sativa, Stillcanna and their respective affiliates to subject themselves to the jurisdiction and judgment of a US court.
The Offer, to be implemented by way of the Scheme, is being made to acquire the entire issued and to be issued share capital of a company incorporated in England and Wales by way of a scheme of arrangement provided for under Part 26 of the Companies Act. A transaction effected by way of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the US Securities Exchange Act of 1934 (the “US Exchange Act”). Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the UK to schemes of arrangement and takeover offers, which differ from the disclosure requirements, style and format of US tender offer and proxy solicitation rules. If Stillcanna determines to extend the offer into the US, the Offer will be made in compliance with applicable US laws and regulations. Financial information included in the Scheme Document has been or will have been prepared in accordance with non-US accounting standards that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. However, if Stillcanna were to elect to implement the Offer by means of a contractual offer, rather than the Scheme, such offer will be made in compliance with all applicable laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such offer would be made in the US by Stillcanna and no one else.
Neither the US Securities and Exchange Commission nor any securities commission of any state of the United States has approved or disapproved the Offer, nor have such authorities passed upon or determined the fairness of the Offer or the adequacy or accuracy of the information contained in this announcement. Any representation to the contrary is a criminal offence in the United States.
If the Offer is required to be made in the US, it will be done in compliance with the applicable tender offer rules under the US Exchange Act.
No profit forecasts, quantified financial benefit statements or estimates
No statement in this announcement is intended, or is to be construed, as a profit forecast, profit estimate or quantified financial benefit statement for any period. No statement in this announcement should be interpreted to mean that earnings per Sativa Share or earnings per Stillcanna Share for the current or future financial years would necessarily match or exceed the historical published earnings per Sativa Share or earnings per Stillcanna Share.
Dealing and Opening Position Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day in London following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day in London following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day in London following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of the offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Publication on websites and availability of hard copies
This announcement and the documents required to be published pursuant to Rule 26.1 of the Code will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Stillcanna’s website at www.stillcanna.com and on Sativa’s website at www.swg.sativawebsites.com by no later than 12 p.m. (London time) on the Business Day in London following this announcement.
Neither the content of any website referred to in this announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this announcement.