Sativa Group Plc (AQSE:SATI) and Stillcanna Inc announced that they had agreed the terms of a recommended all-share acquisition of the entire issued and to be issued ordinary share capital of Sativa by Stillcanna. The Acquisition is being implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.
The Court Meeting to consider and, if thought fit, approve the Scheme and the General Meeting to consider and, if thought fit, pass the Special Resolution relating to the Acquisition were each held yesterday.
The Board of Sativa is pleased to announce that at the Court Meeting held yesterday at 11.00 a.m., the Special Resolution was duly passed with 99% of shares represented voting in favour of the motion and only 1% against.
Further, the Board of Sativa is pleased to announce that at the General Meeting held yesterday at 11.15 a.m., all Resolutions were duly passed again with 99% of shares represented voting in favour of the motion and only 1% against.
Shareholders participating in both of the meetings by proxy held 72% of the total shares.
Effective Date and Timetable
The outcome of the Court Meeting and General Meeting means that Conditions 2(A) to 2(E) (inclusive) (as set out in Section A of Part III of the Scheme Document) have been satisfied.
Completion of the Acquisition remains subject to the satisfaction or, if appropriate, waiver of the other Conditions set out in the Scheme Document, including, amongst other things, the sanction of the Scheme by the Court. The Court Hearing is expected to take place on 28 August 2020. It should be noted that the last day of dealings in, and for registration of transfers of, and disablement in CREST of, Sativa Group Plc shares is expected to be 28 August 2020.
Subject to the Court approving the Scheme and the Court Order being duly delivered to the Registrar of Companies, it is anticipated that the Scheme will become effective on 1 September 2020.
If the Court sanctions the Scheme it is intended that the admission to trading of Sativa Group Plc shares on AQSE will be cancelled with effect from on 2 September 2020.
Trading of the newly combined company, to be named Sativa Wellness Group Inc., is expected to recommence around early to mid-September 2020, with an application to be quoted on the AQSE Growth Market commencing around the same time, subject to regulatory approval.
These dates are indicative only and will depend, amongst other things, on the date on which the Court sanctions the Scheme. If the expected dates change, the Company will give notice of the changes in an announcement through a Regulatory Information Service.
Words and expressions defined in the Scheme Document shall, unless the context provides otherwise, have the same meanings in this announcement.