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Recently released announcement. What are your learned opinions?
RECOMMENDED ALL-SHARE OFFER for SATIVA GROUP PLC by STILLCANNA INC.
TO BE IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENT UNDER PART 26 OF THE COMPANIES ACT 2006
Summary
路 Further to the announcements made on 22 April 2020 and 20 May 2020, the boards of directors of Stillcanna Inc. ("Stillcanna") and Sativa Group plc ("Sativa" or the "Company") are pleased to announce that they have reached agreement on the terms of a recommended share for ************** offer to be made by Stillcanna for the entire issued and to be issued share capital of Sativa (the "Offer"). It is intended that the Offer will be implemented by way of a Court-sanctioned scheme of arrangement between Sativa and its shareholders under Part 26 of the Companies Act 2006 (the "Scheme").
路 Stillcanna, a Canadian company listed on the Canadian Securities Exchange (the "CSE") (ticker code: STIL), whose securities are also quoted on the OTC in the United States ("OTC") and the Open Market of the Frankfurt Stock Exchange ("FSE"), is a leader in cannabinoid extraction and agriculture. It is focused on the large-scale manufacturing of CBD in Europe and has built two high volume extraction facilities, positioning itself as a leader in seed to CBD supply.
路 The Offer is a share for ************** offer at a ratio of 0.33507 New Stillcanna Shares in exchange for each Scheme Share (the "Exchange Ratio"). The Exchange Ratio attributes an implied value for the entire issued share capital of Sativa of approximately 拢10,662,680 (based on the closing price of CAD0.095 per Stillcanna Share on 21 April 2020, being the last Business Day in Toronto prior to the Possible Offer Announcement Date and using an exchange rate of CAD0.5885/拢1).
路 The proposed combination of Sativa and Stillcanna will result in Scheme Shareholders holding approximately 65.0 per cent. of the Combined Group and Stillcanna Shareholders holding approximately 35.0 per cent. of the Combined Group,
including all option and warrant instruments outstanding on a fully diluted basis.
路 At the value implied by the Exchange Ratio, the Offer represents a discount of approximately:
路 28.6 per cent. to the middle market closing price of 2.6 pence per Sativa Share on 21 April 2020 (being the last Business Day in London prior to the Possible Offer Announcement Date, and Sativa Shares being suspended from trading); and
路 42.4 per cent. to the volume weighted average price per Sativa Share of 3.25 pence over the three month period ended on and including 21 April 2020 (being the last Business Day in London prior to the Possible Offer Announcement Date, and Sativa Shares being suspended from trading). The Sativa Shares currently remain suspended pending this announcement.
Sorry the cut and paste didn't work . Misssing section shouldread "The Offer is a share for ************** offer at a ratio of 0.33507 New Stillcanna Shares in exchange for each Scheme Share (the "Exchange Ratio").
The board seems to be censoring "**************" throughout for some reason.