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Sativa Group Plc
(“Sativa” or the “Company” or the “Group”)
Court Sanction of Scheme of Arrangement and update to timetable Suspension
4 September 2020
Further to the announcement issued by the Company on 1 September 2020, the Company is pleased to announce that yesterday the Court sanctioned the Scheme in connection with the recommended offer by Stillcanna for the entire issued share capital of the Company to be satisfied by the issuance of shares in Stillcanna.
Notwithstanding the sanctioning of the Scheme by the Court, it has been ordered that upon receipt (but not before) by the Company from Stillcanna of the unconditional approval given to it by the Canadian Securities Exchange of the Acquisition undertaken pursuant to the Scheme (“CSE Approval”), the Order of the Court be produced to the Registrar of Companies of England and Wales and that an office copy be delivered to the Registrar together with a copy of the CSE Approval. The Scheme will only become effective on the date upon which the Order of the Court and a copy of the CSE Approval is filed with the Registrar of Companies in England and Wales (the “Scheme Effective Date”).
Regarding the CSE Approval process, Stillcanna has been working with the Canadian Securities Exchange in order to obtain their conditional approval to the Acquisition and it is hoped that this will be received shortly in the next week, albeit there can be no guarantee of this. Following receipt of this conditional approval, administrative steps will be taken to obtain the unconditional CSE Approval. To the extent that the unconditional CSE Approval is not obtained by midnight of 23/24 September 2020, the Company shall be permitted to apply to the Court for further directions. As the current long stop date for completion of the Scheme is 30 September 2020, it is expected that any such application for further directions would be to request the Court’s approval to extend the long stop date for completion of the Scheme to such date as is mutually agreed by the Company and Stillcanna, with the approval of the Court.
The Scheme Record Time for the Scheme is expected to be 6.00 p.m. on the Scheme Effective Date. Scheme Shareholders will receive 0.33507 New Stillcanna Shares for each Scheme Share held by them. The latest date for the settlement and listing on the CSE of the New Stillcanna Shares issued pursuant to the Scheme shall be 14 days after the Scheme Effective Date.
Following the sanctioning of the Scheme by the Court, AQSE has agreed to suspend trading in the Sativa Shares with immediate effect for the reasons set out below. Following receipt of the CSE Approval, an application will be made to AQSE for the cancellation of the admission to trading of the Sativa Shares on AQSE with such cancellation expected to take effect from 7.00 a.m. (London time) on the date immediately following the Scheme Effective Date.
On the Scheme Effective Date, share certificates in respect of Sativa Shares will cease to be valid and entitlements to Sativa Shares held within the CREST system will be cancelled. Trading in Stillcanna Inc. (to be renamed Sativa Wellness Group Inc.) is anticipated to recommence on the CSE, OTC Pink and FSE shortly after the Scheme Effective Date, with trading on AQSE expected to commence on or shortly after the resumption of trading on the CSE.
Background to the Suspension
The Company has requested a suspension of the admission to trading of the Sativa Shares following the Court sanction of the Scheme in order to maintain an orderly market in the Sativa Shares, given the previously communicated expected timetable of principal events set out in the Scheme Document which stated an expected cancellation of the admission to trading on AQSE of, and cessation of dealings in, Sativa Shares on 2 September 2020. As there is no certainty as to the date upon which the CSE Approval is to be received, at this stage the Company is not able to provide a specific expected timetable as to when the Scheme Effective Date shall occur beyond the information set out in this announcement. Furthermore, 78.5% of the Sativa Shares in issue are held by shareholders that entered into irrevocable agreements relating to the Scheme which prohibits them from trading in the Sativa Shares prior to the Scheme Effective Date. Accordingly, the resulting lack of opportunity for so many Sativa Shares to be traded may have a detrimental impact on minority shareholders.
As and when a meaningful update regarding the CSE Approval is received, or the Order of the Court together with a copy of the CSE Approval is filed with the Registrar of Companies in England and Wales, further announcements will be made at that time.
Capitalised terms used but not defined in this announcement have the meanings given to them in the scheme document published on 22 July 2020 containing the full terms and conditions of the acquisition by Stillcanna Inc. of the entire issued and to be issued share capital of the Company.
AQSE Growth Market Corporate Adviser
Guy Miller/Allie Feuerlein
Peterhouse Capital Limited
+44 (0) 20 7220 9795