15 Jan 2018 17:40
Prior to publication, the information contained within this announcement was deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). With the publication of this announcement, this information is now considered to be in the public domain.
15 January 2018
Sovereign Mines of Africa PLC
("SMA" or the "Company")
Update on reverse takeover and trading on AIM
The directors of Sovereign Mines of Africa PLC hereby provide an update on progress in finding a suitable acquisition to allow the Company to complete a reverse takeover under the AIM Rules for Companies ("AIM Rules") and its status as an AIM quoted company.
The Company is pleased to advise that it has signed non-binding Heads of Terms with Turf to Table Limited ("Turf to Table"), a boutique hospitality group focused on premium gastropubs, inns and function spaces in Gloucestershire and Oxfordshire, for the acquisition of its three gastropubs and their 38 hotel rooms ("the Proposed Acquisition").
Turf to Table's proposition is led by excellence in food and service, showcasing the best of English produce with a convivial atmosphere and modern style.
The Proposed Acquisition will provide a platform for the development of a large portfolio of premium hospitality properties in partnership with breweries across the UK.
Giles Clarke, the Company's Chairman, commented: "We have reviewed a number of opportunities in order to achieve a satisfactory outcome for shareholders and the transaction on which we are now engaged is, should it proceed, one we expect will deliver value for shareholders and with the prospect of investing in a business area with great potential for scaling into a sizeable business."
Such an acquisition would constitute a reverse takeover under the AIM Rules and therefore, in accordance with rule 14 of the AIM Rules, would require the publication of an AIM admission document ("Admission Document") and approval of shareholders of the Company in a general meeting. Whilst the process has been underway for some time, publication of the Admission Document setting out details of the acquisition and shareholder approval for the acquisition cannot take place before 22 January 2018, and therefore after the date on which the Company's shares are scheduled to be cancelled from trading on AIM. Accordingly, as the reverse takeover cannot be completed within a year of the Company becoming an AIM Rule 15 cash shell, pursuant to the AIM Rules, the Company's shares will cease to be admitted to trading on AIM from 7.00 a.m. on Monday 22 January 2018.
The Company is targeting completion of the acquisition and readmission to AIM to take place in April 2018. The Company will provide further information to shareholders in due course and in order to seek their approval of the acquisition. The acquisition remains subject, amongst other things, to satisfactory completion of due diligence and therefore there can be no certainty that definitive documentation relating to the proposed acquisition will ultimately be entered into or subsequently that the acquisition will complete.
Once trading in the Company's shares ceases on AIM, the Company will still be bound by the UK Companies Act, the UK Takeover Code and its Articles of Association, amongst other regulations, and will maintain its website to provide information and updates for shareholders.
Enquiries:
SOVEREIGN MINES OF AFRICA PLC
Giles Clarke - c/o Camarco +44 20 3757 6983
ALLENBY CAPITAL - Nominated Adviser & Broker
Jeremy Porter / James Thomas / Asha Chotai +44 20 3328 5656
CAMARCO
Jennifer Renwick / Jane Glover +44 20 3757 4994