SVE.L Regulatory News (SVE)

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 21st 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 29th 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, 21st 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 £417,456. Currently valued at £4,805,000, based on a closing share price of 6.2 pence on Wednesday, 18th 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:

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, 28th 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, 28th 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, 28th 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 5th April 2024 will become payable on 31st 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, 21st 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, 28th November 2023 and that the AIM Cancellation will take effect at 7 a.m. on Wednesday, 29th November 2023.

8. Record Date

The First General Meeting Record Date is 12 p.m. on Friday, 17th 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, 29th 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, 28th 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, 21st 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, 17th 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.