Masawara to delist as main shareholder passes 90% mark – On 27 December 2017, Oxford Holdings Limited acquired 50,760,456 ordinary shares at 30p per share, with 20p payable immediately and 10p to be paid within 12 months. The current principal shareholder of the Company is FMI Holdings (Private) Limited, which holds 61,163,618 shares. Mr Shingai Mutasa, a non-executive director, has effective control of both Oxford Holdings and FMI, and through this common ownership Mr Mutasa and persons closely associated with him now hold a beneficial interest in 111,924,074 shares or 90.4% of the issued ordinary share capital.
Mr Mutasa has notified the board that he intends to procure a cancellation from trading on AIM. The company notes the material lack of liquidity in its shares after this deal and so it agrees that the substantial cost of maintaining a listing isn’t worth it. The company believes it would be in its best interests to cancel the admission of the shares to trading on AIM. The company intends to post a circular to all shareholders convening a General Meeting of shareholders to vote on the proposed delisting.
The resolution requires the consent of not less than 75% of the votes cast. Mr Mutasa will get FMI and OHL to provide an irrevocable undertaking to vote in favour of the resolution.
The circular will also contain a separate letter from Mr Mutasa outlining the future plans for the company. The circular will also set out in detail the options available to the remaining shareholder. they may keep their shares or they will be offered two alternative proposals under which they will either be able to sell their shares at a price of 25p per share, or convert to new preference shares in the company offering a higher dividend yield.
Rule 9 of the City Code on Takeovers and Mergers does not apply as FMI already holds a majority of the shares. Accordingly, there will be no mandatory takeover offer.
In early 2018, and following the publication of the circular relating to the proposed delisting, Mr Mutasa intends to invite all shareholders to a meeting to facilitate discussion and address any queries that shareholders may have regarding his intentions for the company following cancellation from trading on AIM.
MASA : Masawara to delist as main shareholder passes 90% mark