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Savor Limited — Capital/Financing Update 2021
Jul 16, 2021
66278_rns_2021-07-16_aa622fff-3a2f-4a02-bfbc-aeea40ff8535.pdf
Capital/Financing Update
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NZX Release
Savor Director nominations and share capital rationalisation
16 July 2021
Savor Limited (NZX: SVR) (“Savor”, “the Group”), today confirms key details of its upcoming Annual Shareholders’ Meeting (“ASM”) and nomination of Directors, along with a share consolidation and minimum holdings notice.
Savor Annual Shareholders’ Meeting and nomination of Directors
Savor’s ASM will be held on Thursday 23 September 2021 at 3.00 pm in Auckland with the venue to be confirmed with the formal notice of meeting.
The closing date for director nominations is Wednesday 4 August 2021 (“Closing Date ” ). Nominations may only be made in writing by a shareholder entitled to attend and vote at the ASM.
Nominations must be sent to the Group CFO, so as to be received by 5.00pm on the Closing Date, at:
Attention: Group CFO Savor Limited PO Box 106233 Auckland 1143 or via email: [email protected]
Intention to consolidate share capital on a 3 into 1 basis
The directors of Savor have resolved to implement a share consolidation in order to rationalise the number of ordinary shares on issue.
Every 3 Savor shares held as at 5:00 p.m. on 6 August 2021 will be consolidated into one share, with all fractional entitlements rounded to the nearest whole number of shares (and any fractional entitlements to a half share being rounded up).
Savor intends to request an administrative trading halt on trading of Savor shares on the NZX Main Board for a period of 2 business days while the consolidation is undertaken.
As a result of the consolidation, the number of Savor shares on issue will be reduced from 186,050,315 shares to approximately 62,016,772 shares.
Pre-consolidation holdings in the same name will be aggregated for calculation of entitlements to post-consolidation shares. If Savor considers that pre-consolidation holdings have been split in order to take advantage of rounding, Savor reserves the right to aggregate holdings held by associated shareholders for the purposes of calculating entitlements.
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The expected timetable for the share consolidation is:
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5 August 2021: Ex-date for the consolidation, SVR shares enter trading halt.
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5:00 p.m. 6 August 2021: Record date for the consolidation, SVR shares remain in trading halt.
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9 August 2021: Implementation of consolidation and commencement of trading in postconsolidation shares on the NZX
Minimum Holdings Notice
Savor also wishes to advise that it intends to exercise the power of sale of shares held by persons with less than a “Minimum Holding” of $1,000 Savor shares.[(1)]
Savor’s track record of issuing shares to employees and suppliers and vendors of businesses acquired, as well as a number of capital raises completed since listing, has resulted in Savor currently having a large number of shares on issue, with many shareholders maintaining relatively small shareholdings. Savor is aware that it is difficult for many shareholders with small holdings to sell their shares as they do not have a share broker, and that minimum brokerage is disproportionately high, relative to the value of their shareholding. Savor is also concerned at the ongoing high cost of maintaining a share register comprising of a large number of very small holdings.
Under SVR’s constitution and the NZX Listing Rules, SVR is permitted to exercise a power of sale of shares held by any person with less than a Minimum Holding of $1,000 of Savor shares. The Board has therefore determined that Savor will exercise its power of shares held by any person with less than 5,090 shares (being $1,000 of shares calculated at a price per share of $0.1965 being the “Average Market Price”[(2)] of SVR’s shares prior to 16 July 2021).
In accordance with clause 14 of SVR’s constitution, and NZX Main Board Listing Rule 4.9(c), the Board gives notice to shareholders that, at the expiration of three months after this notice, being 16 October 2021 (“Expiry Date”), the Board will, unless shareholders increase their shareholding to more than 5,090 shares[(3)] , exercise the power of sale of individual holdings in the manner described below.
Savor will acquire the shares and cancel them. The price paid per share will be equal to the volume weighted average price of a share trading on or through the NZX Main Board in the 20 business day period prior the day the shares are acquired by Savor. Savor will deduct its reasonable expenses from those proceeds, and then account to affected shareholders with the net proceeds in accordance with its constitution.
Shareholders with fewer than 5,090 shares have three months to make a decision in respect of their small shareholdings by choosing one of the following options:
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Option 1: Do nothing and Savor will acquire your shares.
After the Expiry Date, Savor will acquire and cancel your shares through an off-market share buyback under section 61(7) of the Companies Act 1993. The price paid per share will be equal to the volume weighted average price of a share on or through the NZX Main Board over the 20 business day period prior to the day the shares are acquired by Savor.
Savor will then deduct its reasonable expenses from your proceeds, and account to you with your net proceeds in accordance with its constitution. The proceeds will be deposited into the bank account that Link Market Services has on record for you. You should therefore ensure these details are up to date. Bank account details can be updated online by visiting the Link Investor Centre at www.linkmarketservices.co.nz.
If you require further information about your shareholding, please contact Link Market Services:
Link Market Services PO Box 91976 Auckland 1142 Phone: 09 375 5998 or +64 9 375 5998 (International) Email: [email protected]
Any tax consequences from the sale of your shares will be your responsibility.
Option 2: Increase or transfer your shareholding
Acquire additional shares to increase your holding to $1,000 of shares or more (calculated at a price per share of $0.1965). You may have to pay brokerage fees if you choose to increase your shareholding by purchasing shares on-market. Shares purchased must be registered in the same holding as your existing shares. The purchase of additional shares must be settled prior to the Expiry Date. If your shareholding meets the $1,000 threshold by 5pm on the Expiry Date, your shares will not be sold. Alternatively, you could choose to transfer your less than Minimum Holding to another holder which holds more than a Minimum Holding as a result, or into a custodian service such as Sharesies.
(1) The NZX Listing Rules prescribe a Minimum Holding as being a holding of shares having a value of at least $1,000.
(2) The NZX Listing Rules define the “Average Market Price” to mean, on the relevant date, the lesser of the volume weighted average price of SVR’s shares calculated from trades through the NZX Main Board over the following two periods:
(a) 20 Business Days before the Relevant Date; or
(b) 5 Business Days before the Relevant Date.
(3) A shareholding of 5,090 shares, at a price per share of $0.1965, has a value of $1,000.
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For more information please contact:
Tim Peat
Group CFO +6421 049 7442 [email protected]
About Savor
Savor Limited (NZX: SVR), is a holding company for Savor Group Limited, established in 2011, one of New Zealand’s largest hospitality businesses with 10 iconic venues in Auckland, including Azabu Ponsonby, Azabu Mission Bay, Ebisu and Non Solo Pizza, each with its own unique concept, culture and offering. In April 2021, Savor’s wholly-owned subsidiary Amano Group Limited acquired the business and assets of iconic Auckland venues Amano, Ortolana, and The Store from Hipgroup, bringing further strength and depth to the Group. Savor has a reputation for originality, the quality of its products and the high standard of service that is consistent across the company portfolio.
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