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/
