Shefa Gems Ltd Publication of Circular, Notice of SGM& Correction (0627E)
05 Julio 2021 - 1:00AM
UK Regulatory
TIDMSEFA
RNS Number : 0627E
Shefa Gems Ltd
05 July 2021
B"H
5 July 2021
Shefa Gems Ltd.
("Shefa Gems" or the "Company")
Publication of Circular and Notice of Special General
Meeting
And
Correction re. Share Consolidation and Record Date
Further to the announcement made on 1 June 2021, Shefa Gems
(LSE: SEFA) has today published a circular (the "Circular") in
relation to the Proposed Combined Transaction. Further details on
the Proposed Combined Transaction can be found in the Circular.
The Proposed Combined Transaction is conditional on the approval
of Shefa Gems' shareholders. Accordingly, the Circular contains a
notice convening a Special General Meeting of the Company which is
to be held at 12:00 p.m. on 9 August 2021 at the Company's
headquarters at 90 Herzel St. Natanya, Israel as well as via the
Zoom software, at which a resolution will be proposed for Shefa
Gems' shareholders to approve the Proposed Combined Transaction
(the "Notice of Special General Meeting").
The Circular and the Notice of Special General Meeting will be
available for viewing on Shefa Gems' website at www.shefagems.com
.
In the announcement made on 1 June 2021, the Company referred to
a proposal to undertake a share consolidation on the basis of 100
Ordinary Shares for 1 Ordinary Consolidated Shares. However, the
Board having consulted with the Shany Group, has decided that this
is not appropriate at the current time and the Company is only
proposing to increase the Company's registered share capital to 1
trillion Ordinary Shares in the capital of the Company and to
cancel the par value of the Ordinary Shares.
In the announcement made on 1 June 2021, the Record Date for the
Proposed Combined Transaction was stated to be 1 June 2021. Because
of the change in scope of the Proposed Combined Transaction, and
given that the proposed share consolidation will not proceed, the
Record Date for voting at the Special General Meeting of the
Company is changed to 12 July 2021 and the record date for the
entitlement to the distribution dividend (the "Dividend Record
Date") is changed to 8 August 2021, being the date before the
Special General Meeting of the Company.
Note that unless the counterparties specifically agree
otherwise, a buyer of Ordinary Shares before the Ex -entitlement
Date (being 10 August 2021, the day after the Special General
Meeting, assuming the Resolution is duly passed), will assume the
benefit of the right to the shares in the Subsidiary from the
seller and such seller would need to pass the benefit of this right
to the buyer, even if the seller is the recorded owner of the
Ordinary Shares being sold by it at the Dividend Record Date.
Please find the full timetable below:
2021
Posting of this Circular and Form of 5 July
Proxy to Shareholders and Forms of Instruction
to Depositary Interest holders
---------------------
Record Date for voting at the Special 12 July
General Meeting
---------------------
Latest time and date for receipt of Forms 12:00 PM on 6 August
of Instruction
---------------------
Latest time and date for receipt of Forms 12:00 PM on 7 August
of Proxy
---------------------
Dividend Record Date 8 August
---------------------
Special General Meeting 12:00 PM on 9 August
---------------------
Ex-entitlement date for the distribution 10 August
dividend
---------------------
- Ends -
Enquiries
Shefa Gems Ltd
Michael Rosenberg, OBE - Chairman
www.shefagems.com +44 7785 727595
-----------------
VSA Capital Limited - Financial
Adviser
-----------------
Andrew Raca, Pascal Wiese +44 20 3005 5000
-----------------
Notes to Editors
About Shefa Gems Ltd
Pending completion of the Combined Proposed Transaction, Shefa
Gems Ltd (LSE: SEFA) and its wholly owned subsidiary, Shefa in
Israel (G.M.) Ltd (the "Subsidiary") is an explorer and developer
of precious gems deposits operating in Northern Israel. Exploration
activity is managed by professionally skilled and technically
competent personnel and is accompanied by an international team of
geological experts. All exploration activities are conducted under
international standards and the internationally recognized SAMREC
2016 Code.
Shefa Gems has established a "Source to Sink" geological model
and the presence of a Target Mineral Assemblage of gemstones ("TMA
Suite") in both primary volcanic sources and in secondary alluvial
deposits lying within the Kishon catchment, on Mount Carmel and in
the Zevulun and Yizre'el valleys and their margins. The TMA suite
comprises Precious Stones (Diamond, rare natural moissanite,
sapphire, ruby, Carmel Sapphire(TM), garnet, hibonite, spinel,
ilmenite) and heavy minerals including zircon and rutile.
On March 2020, the Quarries and Mines Branch of the Ministry of
National Infrastructures of the State of Israel has awarded a
Certificate of Discovery to the Subsidiary covering the projected
gemstone mine development in the Kishon Mid Reach, Zones 1 and 2.
The Certificate of Discovery is the culmination of successful
exploration activities and market analysis; and signals the
beginning of the process towards future commercial mining. 20 years
of exploration in the Kishon valley have brought the Subsidiary one
step closer in the establishing Israel's first and only future
precious gemstone mine, originally identified and progressed by the
founder of the Company, the late and much missed Abraham (Avi)
Taub.
Alongside its exploration activities, the Subsidiary is
developing a "Mine to Market" strategy to promote unique jewellery
collections utilising Shefa Gems' suite of precious gemstones.
The Subsidiary upholds environmental values and protects the
nature in the areas where it operates, cooperating fully with all
authorities.
As part of the Proposed Combined Transaction, it is proposed
that the Company distributes the ownership of the Subsidiary from
the Company to all of the Company's existing Shareholders as at the
Dividend Record Date via a dividend in specie following which the
Company will retain its listing on the London Stock Exchange as a
special purpose acquisition company ("SPAC" or "cash shell") with
only cash remaining as its sole asset. Further details are set out
in the Circular.
For further information please visit the website at
www.shefagems.com
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END
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