Publication of Circular & Notice of GM

RNS Number : 7151O

Craven House Capital PLC

23 August 2017

 

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

Craven House Capital plc 

("Craven" or the "Company")

Publication of Circular & Notice of General Meeting

Transfer of Brazilian land holdings to DLC Holdings Corp. (the "DLC Transaction")

Convertible Debenture agreed with Global Emerging Markets Group

Repayment of Loan received

Craven House Capital plc (AIM: CRV) announces that it has agreed terms regarding the proposed transfer of its shareholdings in Ceniako Ltd ("Ceniako") and Craven House Industries Ltd ("CHI") to Toronto Stock Exchange listed DLC Holdings Corp (TSXV: DLC) in consideration for new ordinary shares in DLC Holdings Corp ("DLC"). DLC is an agricultural investment company, focused on owning and operating farmland and integrated agribusinesses. The proposed transaction is intended to unlock the value of the Company's Brazilian land holdings.

The Company intends to transfer its 49% shareholding in Ceniako, which owns, via a Brazilian subsidiary, a 1,973 hectare land parcel in Caravelas, situated in the state of Bahia, Brazil. Simultaneously, the 11.5% shareholder of Ceniako will also transfer its interest to DLC on the same terms, resulting in DLC having a 60.5% controlling interest in Ceniako. The Company also intends to transfer its 95% shareholding in CHI, which owns, via a Brazilian subsidiary, a 500 hectare land parcel in Canavieiras, also situated in the state of Bahia, Brazil.

These shareholdings will be transferred for a combined value of $9,034,000 and are currently held on the balance sheet of Craven at a value of $5,058,000. In consideration for the transfer, the Company will receive 57,461,906 shares in DLC, representing a 68% shareholding in DLC post-transaction. DLC and Craven share common directors and shareholders. Upon completion, DLC will become a majority-owned, publicly traded subsidiary of Craven House Capital plc.

Under the AIM Rules for Companies, the DLC Transaction is deemed a related party transaction. Consequently, the Independent Directors of the Company, having consulted with SPARK Advisory Partners Limited ("SPARK"), as Nominated Adviser to the Company, consider this transfer to be fair and reasonable in so far as shareholders are concerned. In providing advice to the Directors, SPARK has taken into account the Directors' commercial assessment of this related party transaction.

The Board believes that the proposed DLC Transaction will provide a number of benefits to existing shareholders of Craven, which are detailed further in a circular to shareholders (the "Circular"), which is being issued today.

These benefits include:

·    A majority shareholding of DLC, which will in turn have majority shareholding in Ceniako.

·    A "pure play" agricultural investment vehicle, which will provide investors access to a distinct asset class.

·    Control of a publicly listed company with securities, which can be used as an acquisition currency for future acquisitions.

The Transaction constitutes a reverse takeover for DLC under the policies of the Toronto Stock Exchange ("TSX"). Requisite shareholder and regulatory approvals for the DLC Transaction will therefore also be required in Canada before completion. These include the approval of the DLC transaction by over 50% of the non-related shareholders of DLC Holdings. DLC Holdings has already received irrevocable undertakings from the required number of non-related shareholders required for the transaction to proceed.

The Transaction will also require approval by the TSX. The Board of DLC Holdings is in the process of gaining this approval and sees no reason why it will not be forthcoming. Approval of the TSX is anticipated to be received in approximately four to six weeks from the date of the Circular. In the event that this approval is not granted by the TSX then the DLC Transaction will not proceed.

The Company also announces that it intends to appoint Grant Thornton as its new auditors.

The Circular issued today contains a notice of a General Meeting to be convened on the 7^th September 2017. The resolutions to be put to shareholders at the GM will propose the approval of the DLC Transaction and the appointment of Grant Thornton.

A copy of the Circular can be found on the Company's website: www.cravenhousecapital.com

Convertible Debenture with Global Emerging Markets Group

The Company also announces that it has entered into a zero coupon convertible debenture with GEM Global Yield Fund, a member of the New York based Global Emerging Markets Group ("GEM"). The $800,000 debenture has a term of five years and is convertible into a maximum of 200,000 shares of Craven. The debenture has been issued in lieu of fees due to GEM in relation to the £30m stock purchase agreement announced in November 2015.

Repayment of Loan

The Company also announces that it has received a partial repayment against the loan portfolio acquired by the Company in September 2016. A repayment of 21,663,537 South African Rand has been received. The Company continues work with borrowers to extract additional value from this portfolio of loans.

For further information please contact:

Craven House Capital Plc Mark Pajak www.Cravenhousecapital.com	Tel:   [phone]
SI Capital Broker Nick Emerson www.sicapital.co.uk	Tel: [phone]
SPARK Advisory Partners Limited Nominated Adviser Matt Davis/Mark Brady www.Sparkadvisorypartners.com	Tel:   [phone]

About Craven House Capital:

Craven House Capital is a frontier and emerging market focused merchant bank seeking value oriented long term investments. Craven House invests in all segments of the capital structure in partnership with local entrepreneurs and the local business community. Craven House provides long term patient capital and is often involved in restructuring, expansion and turn around investments in crisis and transitioning economies.

 

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