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Cenrand - voluntary delisting of securities
Shareholders are referred to the announcement released on SENS on 13 November 2017, wherein shareholders were advised of the cancellation of the trading of the Company’s shares on AIM and as a result, the abandoning of the conditional placing of shares, as announced on 19 October 2017. Shareholders were further advised, that whilst the Company would be retaining its JSE listing for the time being, in light of its financial condition and the costs associated with maintaining its listing on the JSE, the board of directors of Cenrand (“the Board”) would be evaluating its ongoing listing on the JSE.
On 22 August 2016, the Company announced that it had received a proposal from an existing substantial shareholder, Mr Jia Bang Wang (“Mr Wang”), regarding a USD4 000 000 investment into the Company, subject to regulatory approvals. According to the City Code on Takeovers and Mergers, any investment by members of a group acting in concert, carrying in aggregate 30% or more of the voting rights of the Company, would be required under Rule 9 of the Takeover Code to make a mandatory offer for the entire issued share capital of Cenrand not already held by it, unless a waiver of that obligation is granted by the Panel on Takeovers and Mergers (“Panel”) and approved by independent shareholders passing a Whitewash Resolution, on a poll, at a General Meeting.
Despite immense effort, the Company found it difficult to explain and provide sufficient evidence in a relatively short timeframe to the Panel’s satisfaction, that Mr Wang was not acting in concert with other material shareholders. Accordingly, the Company failed to obtain regulatory approval for the proposed equity investment in 2016 and instead, the Company approached Mr Wang for a debt investment. However, due to the debt investment being a less preferred option for Mr Wang, the investment amount was reduced to USD1 000 000, resulting in less working capital being raised and leaving the Company in a precarious financial position.
Furthermore, as a result of the cancellation of the Company’s primary listing on AIM and its primary listing reverting to AltX, there are multiple JSE Listings Requirements with which the Company does not comply and in terms of which no realistic chance exists that Cenrand would be able to comply to the extent that the suspension of the Company’s shares on AltX could be lifted. Moreover, the Company has faced several challenges, which have been previously announced, making it unsuitable to remain listed on a public exchange.
While the Company is negotiating with a few potential strategic investors, the Board believes that it is in the best interest of stakeholders for the Company to delist from AltX to reduce costs and potentially facilitate strategic investment into the Company in a less burdensome regulatory environment. Accordingly, application for the voluntary delisting from AltX was made on 1 December 2017 by the Board, led by the previous independent non-executive Chairman, Simon Charles. Shareholders are hereby advised that, following receipt of the relevant South African Reserve Bank Approval, the JSE has granted the request for the voluntary delisting of its securities pursuant to Section 12(5)(a) of the Financial Markets Act 19, of 2012.
Salient dates and times in respect of the delisting
Shareholders are advised of the following important dates in relation to the delisting of the Company’s securities:
- Last Day to Trade (“LDT”): Tuesday, 8 May 2018
- Record Date: Friday, 11 May 2018
- Termination date of listing of Cenrand’s shares on the AltX of the JSE at the commencement of trade on: Monday, 14 May 2018
Board changes
The Board notified its shareholders that Mr Jia Bang Wang has been appointed to the Board as an executive director with effect from 23 April 2018. As this is the Company’s last announcement as a publicly listed company, the Board would like to thank all shareholders, suppliers and stakeholders for their ongoing support and patience.
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