Evrima Plc

Share Issue/Capital Change • Aug 6, 2020

National Storage Mechanism | Additional information

Sport Capital Group Plc - Circular re. Investment Policy and other Measures

PR Newswire

London, August 5

THE INFORMATION CONTAINED WITHIN THIS NNOUNCEMENT IS DEEMED BY SPORT CAPITAL GROUP PLC TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014, AS AMENDED ("MAR"). ON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE ("RIS"), THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

Sport Capital Group Plc

(“Sport Capital Group” or the “Company”)

General Meeting and Proposals

The Company is pleased to announce that it has posted a notice convening a General Meeting of the Shareholders to be held on 24thAugust 2020 at 11 a.m., at 17 Ransomes Dock Business Centre, 35-37 Parkgate Road, London SW11 4NP.

A copy of the Circular will shortly be available at: http://www.scgplc.co.uk/

The General Meeting will consider, inter alia:

Proposed Name Change and Investment Strategy

The General Meeting will consider an Investment Strategy to invest in and/or acquire companies and/or projects within the natural resources sector, and a name change of the Company to Evrima Plc (ticker “EVA”).

Share Consolidation and Sub-Division

It is proposed to consolidate the Ordinary Shares of £0.001 on a one for 10 basis. The nominal value of the Ordinary Shares will remain as Ordinary Shares of £0.001.

A copy of the Chairman’s letter, the expected timetable of principal events and definitions sections contained in the Circular are set out in full below in this announcement without material amendment or adjustment.

Simon Grant-Rennick,

Chairman,

Sport Capital Group Plc,

London, 6thAugust 2020

This announcement has been made after due and careful enquiry and the Directors of the Company accept responsibility for the content.

Enquiries:

Sport Capital Group plc: 

Simon Grant-Rennick (Director)

Mobile: +44 (0) 7973253124; [email protected]

Keith, Bayley, Rogers & Co. Limited (AQSE Corporate Adviser):

Graham Atthill-Beck: +44 (0) 20 7464 4091; +44 (0) 7506 43 41 07; +971 (0) 50 856 9408; [email protected]; [email protected]

Peterhouse Capital Limited (Corporate Broker):

Lucy Williams: + 44 (0) 20 7469 0930

Duncan Vasey: +44 (0) 20 7220 9797 (Direct)

Letter from the Executive Chairman

SPORT CAPITAL GROUP PLC

(Incorporated in England and Wales with Registered No. 06474216)

Directors:                                                                                                               Registered Office:

Simon Grant-Rennick (Executive Chairman) Burns Singh Tennent-Bhohi (Chief Executive Officer) Guy Miller (Non-Executive Director)	6th Floor 60 Gracechurch Street London EC3V 0HR United Kingdom

5thAugust 2020

To the Shareholders of Sport Capital Group Plc

Notice of General Meeting

AND

Change of Investment Strategy

Share Consolidation

Share Sub-Division

Change of Name to Evrima Plc

Directors’ Powers to Allot Ordinary Shares

Disapplication of Pre-emption Rights

Dear Shareholder,

Introduction

The purpose of this letter is to set out the background to and the reasons for the proposed change in Investment Strategy and the other Proposals to be proposed at the General Meeting, and to explain why the Directors consider the Proposals to be in the best interests of the Company and its Shareholders as a whole and why they recommend that Shareholders should vote in favour of the Resolutions to be proposed at the General Meeting being convened for 11.00 a.m. on 24th  August 2020 at 17 Ransomes Dock Business Centre, 35-37 Parkgate Road, London SW11 4NP. The notice of the General Meeting is set out at the end of this Document.

The Company has today announced that it is intending to seek Shareholders’ consent to change its Investment Strategy, change the Company’s name to Evrima Plc, reorganise the Company’s Ordinary Share capital (Consolidation and Sub-Division), increase the Directors’ share allotment authority and allow the disapplication of pre-emption rights in respect of shares allotted under such increased authority.

Information about the Company

The loss for the year before and after taxation was £63,171 (2018: £7,973). Cash in the bank at the end of December 2019 was £11,845 (2018: £9,776).

On 16 July 2020, the Company announced the appointments of Mr. Burns Singh Tennent-Bhohi as Executive Director & CEO and Mr. Guy Miller as Executive Director to the Board of Directors, effective immediately; and the placing of 108,133,333 ordinary shares in the Issued Share Capital of the Company to raise £324,400 before expenses. It should be noted that Guy Miller has been confirmed as a Non-Executive Director.

The Company has an investment property in Leeds, currently valued at £200,000, which was let throughout 2019 and remains let to a commercial tenant on a three-year lease expiring in August 2021.

The Company has also made successive investments in Kalahari Key Metals Exploration (Pty) Limited (“KKME”) https://www.kalaharikey.co.uk/, a minerals exploration company which explores in Botswana for nickel (“Ni.”) and platinum group elements (“PGE”). KKME holds three prospecting licences within the Molopo Farms Complex, a large intrusion with proven potential for Ni. and PGE that straddles the border of Botswana and the Republic of South Africa.

Grant of Options to Board Members

Upon the Proposals becoming effective (post- Share Consolidation), the following Directors’ options will be granted:

Simon Richard de Clanay Grant-Rennick, Burns Singh Tennent-Bhohi and Guy Miller will be granted 1,000,000 options each, having a strike price of 10p per share, life to expiry five years from issue and vesting immediately. Should each Director exercise all 1,000,000 of his respective options within or on the life of expiry, he shall be awarded 1,000,000 replacement options with a strike price of 20p per share and a life to expiry of 5-years from issue, and the replacement options shall vest immediately.

If a Director leaves office within 12 months of option grant, that Director’s options will immediately lapse, and his options will not be able to vest in the event that any of his options have not already been exercised.

Background to the Proposals

The Company is reviewing a number of compelling opportunities. Presently, the Company’s investments are the commercial property described above generating modest rental income and an equity-interest in a private mining and exploration company seeking large base and industrial metals discoveries in Botswana.

After careful review, the Board of Directors are proposing to change the Company’s investment strategy to focus on the natural resource sector. Collectively, the Directors and their respective networks have considerable experience in the industry and believe that the current environment in the natural resource sector is such that projects of merit will attract capital.

To reflect this proposed new Investment Strategy, the Company proposes to change its name to Evrima Plc. Subject to the passing of the Resolution to change the Company’s name, the Company’s corporate website address and TIDM will be updated and Shareholders will be informed of the new web address and TIDM in due course.

The Directors believe that greater flexibility to issue shares would be beneficial. They are therefore seeking authority from Shareholders to increase the Directors’ ability to issue shares, further details of which are set out below.

Proposed Investment Strategy

Conditional on Resolution 1 being approved at the General Meeting, the Company will adopt the following Investment Strategy:

The Company’s Investment Strategy is to invest in and/or acquire companies and/or projects within the natural resources sector with potential for growth and value creation, over the medium to long term. With the Board’s experience, it will seek opportunities in base and precious metals. The Company will focus its search for prospective assets predominantly in Africa.No terms have yet been concluded with any potential opportunity, and any potential opportunity would be subject to due diligence, final board approval and the availability of financial resources.

The Company does not set out to be an active investor. The Directors, however, will reserve the right, to seek board representation commensurate with the Company’s voting interest in the investee company where they feel that such a company would benefit from their skills and expertise, and to assist with monitoring the Company’s investment.The Company thus intends to be an active investor only in situations where it can make a clear and positive contribution to the progress and development of the investment.

The Directors believe that their broad, collective experience, together with their extensive network of contacts, will assist them in identifying, evaluating and financing suitable investment opportunities. External advisers and investment professionals will be engaged as necessary to assist with sourcing and due diligence of prospective opportunities. The Directors will also consider appointing additional directors with relevant experience, should this appear to be prudent and beneficial.

The Company intends to deliver shareholder returns principally through capital growth rather than income or capital distributions through dividends.

Consistent with the Company’s Investment Strategy, the Directors are aware of a number of potential acquisition and/or investment opportunities which may be available to the Company.

There will be no limit on the number of projects into which the Company may invest, and the Company may invest in a number of propositions or in just one investment, which may be deemed to be a reverse takeover pursuant to Rule 55 of the Rules for Issuers. The Company may need to raise additional funds for these purposes and may seek for this purpose equity capital, loan capital or a combination of each.

Share Sub-Division, Share Consolidation

It is proposed that, simultaneously with the other proposed Resolutions, the share capital of the Company be reorganised as follows:

1. The Ordinary Shares of £0.001 will be consolidated into new ordinary shares of £0.01 each on the basis of 1 New Ordinary Share of £0.01 each for every 10 Ordinary Shares of £0.001 each.

2. Each existing Ordinary Share with a par value of £0.01 will then be subdivided into:

3. One New Ordinary Share of £0.001 each; and

4. One Deferred Share of £0.009 each

Where the share capital reorganisation results in any Shareholder being entitled to a fraction of a new Ordinary Share, such fraction shall be aggregated and the Directors intend to sell (or appoint another person to sell) such aggregated fractions in the market and retain the net proceeds for the benefit of the Company.

Existing share certificates will cease to be valid following the Share Consolidation. New share certificates in respect of the New Ordinary Shares will be issued on or around 25thAugust 2020. No certificates will be issued in respect of the Deferred Shares, nor will CREST accounts of Shareholders be credited in respect of any entitlement to the Deferred Shares. No application will be made for the Deferred Shares to be admitted to trading on the AQSE Growth Market or any other investment exchange.

The New Ordinary Shares will be freely transferable, and application will be made for the New Ordinary Shares to be admitted to trading on the AQSE Growth Market. The Deferred Shares will be transferable only with the consent of the Company and will not be admitted to trading on the AQSE Growth Market (or any other investment exchange). The holders of the Deferred Shares shall not, by virtue or in respect of their holdings of Deferred Shares, have any right to receive notice of any general meeting of the Company nor the right to attend, speak or vote at any such general meeting. Save as required by law, the Company need not issue share certificates to the holders of the Deferred Shares in respect of their holding thereof. The holders of Deferred Shares shall not be entitled to receive any dividend or distribution and shall be entitled to any repayment of capital on a winding-up only once the holders of New Ordinary Shares have received £1,000,000 in respect of each New Ordinary Share held by them.

One consequence of the Share Consolidation is that Shareholders holding fewer than 10 existing Ordinary Shares will receive no New Ordinary Shares. This consequence is illustrated in the table below:

Number of existing Ordinary Shares currently held	Number of New Ordinary Shares held
9	0
10	1
35	3
200	20

Authority to allot new shares; and to allot new shares in disapplication of pre-emption rights

In view of the modest capital base of the Company and of the number of Ordinary Shares that were issued in the placing as announced on 16 July 2020, Resolution 3 seeks the authority to allot shares up to a nominal value of £90,000. This will ensure adequate authority to cover any further placings and the potential exercise of warrants (also announced of 16 July 2020). Resolution 4 seeks authority for the Board to allot such new Ordinary Shares on a non-pre-emptive basis.

Section 561 of the Act contains pre-emption rights that require all equity shares which it is proposed to allot for cash to be offered to existing shareholders in proportion to their existing shareholdings, unless a special resolution is passed to disapply such rights. Such rights do not apply to an issue otherwise than for cash, such as an issue in consideration of an acquisition. The Directors believe that these requirements are too restrictive, and it is proposed that the Directors should be able to allot shares amounting to an aggregate nominal amount of £90,000 otherwise than on a pre-emptive basis.

In each case, the authority conferred shall expire at the earlier of: fifteen months after the passing of this resolution; or at the conclusion of the next AGM of the Company following the passing of Resolutions 3 and 4.  The Directors may intend to raise additional funds for the Company in due course after the forthcoming General Meeting, subject to the Resolutions being approved by shareholders.

Change of Name

The proposal to change the name of the Company from Sport Capital Group Plc to Evrima Plc is conditional upon Resolutions 1, 2, 3 and 4 having first been approved by Shareholders. The Directors believe that the proposed, new name better reflects the sectoral focus of the Company and may more readily attract the attention of natural resources sector investors and of potential investee companies.

General Meeting

The Notice convening the General Meeting, to be held at 17 Ransomes Dock Business Centre, 35-37 Parkgate Road, London SW11 4NP, on 24thAugust 2020 at 11 a.m., at which the Resolutions will be proposed is set out at the back of this Circular.

Action to be taken

Shareholders will find a Form of Proxy enclosed for use at the General Meeting. Whether or not you intend to be present at the General Meeting, you are requested to complete and return the Form of Proxy in accordance with the instructions printed thereon as soon as possible.

To be valid, completed Forms of Proxy must be received by the Company’s registrars, Share Registrars Limited, not later than 11.00 a. m. on 20thAugust 2020, being 48 business hours before the time appointed for holding the General Meeting.

You are entitled to appoint a proxy to attend and to exercise all or any of your rights to vote instead of you. Completion of the Form of Proxy will not preclude you from attending and voting at the General Meeting in person if you so wish. Your attention is drawn to the notes to the Form of Proxy.

Recommendation

For the reasons set out above, the Board of Directors recommends Shareholders to vote in favour of the Resolutions, as they intend to do in respect of the shareholdings over which they have voting authority which, as at close of business on 4thAugust 2020 (being the last business day prior to the issue of the Circular), amounted to 60,320,000 Ordinary Shares representing approximately 26.53 per cent. of the existing issued Ordinary Share capital of the Company.

Yours faithfully,

Simon Grant-Rennick

Chairman

For and on behalf of the Board of Sport Capital Group Plc

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Publication of this Document	5th August 2020
Latest time and date for receipt of Forms of Proxy in respect of the General Meeting	11.00 a.m.(Note 1)  on 20th August 2020
Record date for the General Meeting	11.00 a.m. on 20th August 2020
General Meeting	11.00 a.m.(Note 1)  on 24th August 2020(Note 2)
Record Date for the Share Consolidation and Share Sub-Division	6 p.m. on 24th August 2020
Share Consolidation and Share Sub-Division becomes effective	25th August 2020
Despatch of definitive certificates for Ordinary Shares in certificated form	w/c 24th August 2020
CREST accounts credited with new Ordinary Shares	25th August 2020
Proposals become effective	25th August 2020

Notes

1. References to times in this Document are to  BST unless otherwise stated.
2. If any of the above times or dates should change, the revised times and/or dates will be notified to Shareholders by an announcement on a regulatory news service (and posted on the Company’s website at http://www.scgplc.co.uk any such announcement shall also be visible on https://www.nexexchange.com/member?securityid=101329) in accordance with the Rules for Issuers.

SHARE CAPITAL STATISTICS

Ordinary Shares of £0.001 each in issue as at the date of the Document	227,367,278
Ordinary Shares of £0.001 each in issue after the Consolidation and Share Sub-Division (based on the issued share capital stated above)	22,736,728

DEFINITIONS

The following definitions apply throughout this Circular unless the context requires otherwise:

“Act”	the Companies Act 2006 (as amended)
“Articles”	the articles of association of the Company as at the date of this document
“Aquis Exchange”	Aquis Stock Exchange Plc, a recognised investment exchange under section 290 of the Financial Services and Markets Act 2000 (as amended)
“AQSE Growth Market”	the primary market for unlisted securities operated by Aquis Exchange
“Board” or “Directors”	The directors of the Company as at the date of this Document whose names appear on pages 4 and 8 of this Document
“Circular” or “Document”	this document dated 5th August 2020
“Company” or “SCG”	Sport Capital Group Plc, a company registered in England and Wales with registered number 06474216
“Form of Proxy”	the form of proxy accompanying the Circular for use at the General Meeting
“General Meeting”	the general meeting of Shareholders convened for 24th August 2020
“Investment Strategy”	the proposed new investment strategy of the Company as required by the AQSE Growth Market Rules and as set out in this Circular
“Issued Share Capital”	the 227,367,278 Ordinary Shares in issue as at the date of this Document
“KBR”	Keith, Bayley, Rogers & Co. Limited, a company registered in England and Wales with company number 03676540 (authorised by the FCA with firm reference number 197385) and having its registered office at 1 Royal Exchange Avenue, London, EC3V 3LT
“Ordinary Shares”	the ordinary shares of £0.001 nominal value in the capital of the Company following the Share Consolidation and Share Sub-Division
“Proposals”	The proposals set out in this Circular, whereby Shareholders are being asked to consider and, if thought fit, approve namely, (i) the adoption of  an Investment Strategy, (ii) the change of name of the Company to Evrima plc Plc, (iii) Share Consolidation (iv) Share Sub-Division (v) the authority to allot  new Ordinary Shares and (vi) the dis-application of pre-emption rights
“Resolutions”	the resolutions set out in the notice of General Meeting contained within this Circular
“Rules for Issuers”	the AQSE Growth Market Rules for Issuers, which set out the admission requirements and continuing obligations of companies seeking admission to and whose shares are admitted to trading on the AQSE Growth Market
“Shareholders”	holders of Ordinary Shares in the capital of the Company from time to time
“Share Consolidation”	the consolidation of the Company’s share capital in accordance with Resolution 2
“Share Sub-Division”	the subdivision of the Company’s share capital in accordance with Resolution 2
“United Kingdom”	the United Kingdom of Great Britain and Northern Ireland
“£”	pound(s) Sterling, being the unit of account of the United Kingdom, consisting of 100 pence

All references to legislation in this Document are to the legislation of England and Wales unless the contrary is indicated, or the legislation applies to England and Wales and to other United Kingdom jurisdiction(s). Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof. Words imparting the singular shall include the plural and vice versa; words imparting the masculine gender shall include the feminine and neuter genders.