Alteo Limited (Mauritius) distributes 318,492,120 ordinary shares it holds in Miwa Sugar to its shareholders

By Published On: July 28th, 2022Categories: Corporate announcement

IF YOU ARE A SHAREHOLDER OF ALTEO LIMITED, THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This document is issued by Alteo Limited (“Alteo” or the “Company”), a public company incorporated on 13 September 2017, bearing registration number C17150285. Alteo is domiciled in Mauritius. Its registered address is Vivéa Business Park, Saint Pierre, Mauritius. Alteo is regulated by the Companies Act 2001, the Securities Act 2005 and the Listing Rules of the SEM.

This document is issued for the purpose of providing information to the shareholders of Alteo in relation to its proposed restructuring (the “Restructuring” or the “Scheme”) that involves:

    1. reorganisation of Alteo under section 261 of the Companies Act 2001 (“CA”), by way of a demerger and asset split. Upon implementation of the Scheme, the split will be carried out through a distribution of 318,492,120 ordinary shares Alteo holds in Miwa Sugar Limited (“Miwa Sugar”) to its shareholders on the share register on the business day following the final approval of the Listing Executive Committee (“LEC”) of the SEM for the listing of the Miwa Sugar Shares on the Development & Enterprise Market (“Record Date”) and a reduction of capital of Alteo of some MUR4,691,792,545, representing the value of ordinary shares of Miwa Sugar (“Miwa Sugar Shares”) to be distributed (“Alteo Reduction of Capital”) as well as the transfer by Alteo of part of the Alteo Notes of an amount of MUR950,000,000 in the form of a promissory note issued by Miwa Sugar (“Transferred Debt”), as described in Section 3.5.2. The Alteo Reduction of Capital will be finalised on the Effective Date, based on an adjustment mechanism detailed in Section 3.6;
    2. a dividend to be declared by Alteo and payable to the shareholders of Alteo either in cash or in kind (“Alteo Dividend”), whereby the shareholders of Alteo shall be given the option to receive, in lieu of cash, an equal number of Class A shares of Miwa Sugar as the number of ordinary shares held by the shareholders in Alteo;
    3. listing of Miwa Sugar Shares on the Development & Enterprise Market (“DEM”) of the SEM.

The Scheme will be submitted for the approval of the shareholders of Alteo at a forthcoming special meeting of shareholders of Alteo (“Special Meeting”) to be scheduled on or around 25 August 2022.

This document also serves as Admission Document and includes information given in compliance with Schedule Two of the Development & Enterprise Market Rules (“DEM Rules”) for the purpose of giving information with regards to the proposed listing of 318,492,120 ordinary shares of Miwa Sugar on the DEM of the SEM by way of an introduction pursuant to Section 3 of the DEM Rules.

An application has been made to the SEM for the listing and permission to deal in the ordinary shares of Miwa Sugar. The LEC of the SEM has provided a conditional approval for the Admission Document prepared in conformity with the DEM Rules on 15 July 2022, subject to the court sanction of the Scheme. No other listing has been sought for the shares of Miwa Sugar.

On the first day of listing and trading of Miwa Sugar Shares, a minimum of 1,000 ordinary shares will be made available for trading at the issue price of USD0.46 per share.

For a full appreciation of this document, it should be read in its entirety. If you have any doubt as to the action you should take, please consult your banker, stockbroker, legal advisor, accountant or other professional advisor immediately.

This document is intended only for the use of the person to whom it is addressed, and it is not to be redistributed, reproduced, or used, in whole or in part, for any other purpose.

A copy of this Document has been filed with the Financial Services Commission (the “FSC”).

Neither the SEM nor the LEC nor the FSC assumes any responsibility for the contents of this document. The SEM, LEC and FSC make no representation as to the accuracy or completeness of any of the statements made or opinions expressed in this document and expressly disclaim any liability whatsoever for any loss arising from or in reliance upon the whole or any part thereof.

This document is neither an invitation nor a Prospectus nor a statement in lieu of a Prospectus for the public in Mauritius or elsewhere to subscribe for shares in Alteo Limited or Miwa Sugar Limited.

Transaction Advisors

PricewaterhouseCoopers Ltd