Sacoven : EGM Notice 07-11-2016

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial advisor duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are in the United Kingdom or from another appropriately authorised independent financial adviser if you are not in the United Kingdom.

If you have sold or otherwise transferred all of your Ordinary Shares, please forward this document and the accompanying documents to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. If you have sold or transferred part of your holding of Ordinary Shares, please contact your stockbroker, bank or other agent as soon as possible.

Application has been made to the London Stock Exchange and to the JSE for the Ordinary Shares to be cancelled from trading on AIM and delisted from the Alt-X, respectively. It is anticipated that (i) cancellation of the Ordinary Shares from trading on AIM will take place on 2 December 2016 and (ii) trading in the Ordinary Shares on the Alt-X will be suspended on 30 November 2016 with delisting of the Ordinary Shares from the Alt-X taking place on 20 December 2016.

SACOVEN PLC

(Incorporated in Jersey with Registration No. 110296)

Cancellation of Admission to Trading on AIM and Delisting from the Alt-X Redemption of Ordinary Shares and Notice of Extraordinary General Meeting

In conjunction with the cancellation of trading on AIM and delisting from the Alt-X, the Company will be offering Shareholders the opportunity to redeem their Ordinary Shares . To accept that offer eligible Shareholders will have to submit a Redemption Notice or a USE Instruction or (if you are a Strate Shareholder) instruct your CSDP or broker to do so. The latest time and date for submitting a Redemption Notice or a USE Instruction or an election from a CSDP or broker on behalf of a Strate Shareholder in relation to the Redemption is 1.00p.m. UK time (3.00p.m. SA time) on 5 December 2016. The procedure for participating in the Redemption process is set out in Part II of this Circular. Further copies of this Circular and the accompanying Redemption Notice are available from the Receiving Agent at the address set out in page 5.

Notice of an Extraordinary General Meeting of the Company to be held at the registered office of the Company, No. 2, The Forum, Grenville Street, St. Helier, Jersey JE1 4HH at 10.00a.m. UK time (12.00p.m. SA time) on 23 November 2016 is set out at the end of this document. A form of proxy for use at the EGM is enclosed. To be valid, a form of proxy must be completed in accordance with the instructions printed on that document and returned so as to be received by the Company at No. 2 The Forum, Grenville Street, St. Helier, Jersey JE1 4HH (marked for the attention of the Company Secretary) or by electronic communication to [e-mail] by 10.00a.m. UK time (12.00p.m. SA time) on 21 November 2016. Completion and return of a form of proxy will not preclude a Shareholder from attending and voting at the EGM should he or she so wish.

CONTENTS

Page
Expected Timetable of Principal Events	2
Letter from the Chairman	6
Notice of EGM	24

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Announcement of proposed Cancellation/Redemption	13 October 2016
EGM Notice and Redemption Notice sent to Shareholders	7 November 2016
Latest time and date for receipt of forms of proxy for the EGM	10.00a.m. UK time (12.00p.m. SA time) on 21 November 2016
EGM	10.00a.m. UK time (12.00p.m. SA time) on 23 November 2016
Exchange rate to be announced	29 November 2016
Last day of dealing of Ordinary Shares on the Alt-X	29 November 20161
Suspension of trading on the Alt-X	7.00a.m. UK time (9.00a.m. SA time) on 30 November 2016
Last day of dealing of Ordinary Shares on AIM	1 December 2016
Cancellation of admission to trading on AIM and record date for the termination of trading on the Alt- X	8.00a.m. UK time (10.00a.m. SA time) on 2 December 2016
Latest time and date for receipt of Redemption Notices, USE Instructions from CREST Shareholders and elections from CSDPs or brokers on behalf of Strate Shareholders	1.00p.m. UK time (3.00p.m. SA time) on 5 December 2016
Redemption Date	5 December 2016
Cheques despatched for certificated Ordinary Shares redeemed pursuant to the Redemption and payment through CREST for uncertificated Ordinary Shares	by no later than 19 December 2016

1 Shareholders should note that following this time, transfers of Ordinary Shares between the Company's register of members and the register maintained to facilitate the transfer of Ordinary Shares on the Alt-X market will no longer be possible

redeemed pursuant to the Redemption
Termination of trading on the Alt-X	7.00a.m. UK time (9.00a.m. SA time) on 20 December 2016

Each of the times and dates in the above timetable is subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by announcement through a Regulatory Information Service. The timetable above assumes that the Resolutions are passed at the EGM without adjournment.

DEFINITIONS

"Admission Document"	the admission document published on 1 June 2012 in relation to the admission of the Ordinary Shares to trading on AIM
"AIM"	AIM, a market operated by the London Stock Exchange
"AIM Resolution"	means the resolution to be proposed to the EGM in connection with the proposed cancellation of the Ordinary Shares from admission to trading on AIM
"AIM Rules"	the AIM Rules for Companies published by the London Stock Exchange (as amended from time to time)
"Alt-X"	the Alternative Exchange market operated by the JSE, being a market for small to medium companies that are in a growth phase
"Articles"	the articles of association of the Company adopted on 15 May 2012 and amended on 29 October 2014 and further amended on 30 October 2015
"Brunswood"	Brunswood International Holdings Limited, a company incorporated in the British Virgin Islands whose registered office is at GTS Chambers, PO Box 3471, Road Town, Tortola, British Virgin Islands
"Cancellation"	the proposed cancellation of the Ordinary Shares from admission to trading on AIM and delisting of the Ordinary Shares from the Alt-X
"certificated" or "in certificated form"	Ordinary Shares not in uncertificated form or, for the purposes of Strate, Ordinary Shares which have not been surrendered for dematerialisation
"Circular"	this document
"CREST"	the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in the CREST Regulations)
"CREST Regulations"	the Companies (Uncertificated Securities) (Jersey) Order 1991, as amended
"CSDP"	a Central Securities Depository Participant, accepted as a participant in terms of the South African Financial Markets Act, 2012 (Act 19 of 2012), as amended, appointed by individual shareholders for the purposes of incorporation in the Strate system
"dematerialised"	for the purposes of Strate, certificated Ordinary Shares that have been converted to electronic form as dematerialised Ordinary Shares and recorded in the sub-register of shareholders maintained by a CSDP
"Directors" or "the Board"	the directors of the Company, being Mark Daniell, Ian Crosby and Niall McCallum
"EGM"	the extraordinary general meeting of the Company convened for 10.00a.m. UK time (12.00p.m. SA time) on 23 November 2016, notice of which is set out at the end of this Circular
"Euroclear"	Euroclear UK & Ireland Limited, the operator of CREST