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sportcapital.co.uk

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About Sport Capital Group

Sport Capital is an independent sports investment group specializing in providing funding and advice for sports across the globe.

Sport Capital Group Headquarter Location

71-75, Shelton Street Covent Garden

London, England, WC2H 9JQ,

United Kingdom

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Latest Sport Capital Group News

Sport Capital Group Plc - Circular re. Investment Policy and other Measures

Aug 6, 2020

0 Message : *Required fields THE INFORMATION CONTAINED WITHIN THIS NNOUNCEMENT IS DEEMED BY SPORT CAPITAL GROUP PLC TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014, AS AMENDED ("MAR"). ON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE ("RIS"), THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN. Sport Capital Group Plc General Meeting and Proposals The Company is pleased to announce that it has posted a notice convening a General Meeting of the Shareholders to be held on 24thAugust 2020 at 11 a.m., at 17 Ransomes Dock Business Centre, 35-37 Parkgate Road, London SW11 4NP. A copy of the Circular will shortly be available at: http://www.scgplc.co.uk/ The General Meeting will consider, inter alia: Proposed Name Change and Investment Strategy The General Meeting will consider an Investment Strategy to invest in and/or acquire companies and/or projects within the natural resources sector, and a name change of the Company to Evrima Plc (ticker “EVA”). Share Consolidation and Sub-Division It is proposed to consolidate the Ordinary Shares of £0.001 on a one for 10 basis. The nominal value of the Ordinary Shares will remain as Ordinary Shares of £0.001. A copy of the Chairman’s letter, the expected timetable of principal events and definitions sections contained in the Circular are set out in full below in this announcement without material amendment or adjustment. Simon Grant-Rennick, Directors’ Powers to Allot Ordinary Shares Disapplication of Pre-emption Rights Introduction The purpose of this letter is to set out the background to and the reasons for the proposed change in Investment Strategy and the other Proposals to be proposed at the General Meeting, and to explain why the Directors consider the Proposals to be in the best interests of the Company and its Shareholders as a whole and why they recommend that Shareholders should vote in favour of the Resolutions to be proposed at the General Meeting being convened for 11.00 a.m. on 24th  August 2020 at 17 Ransomes Dock Business Centre, 35-37 Parkgate Road, London SW11 4NP. The notice of the General Meeting is set out at the end of this Document. The Company has today announced that it is intending to seek Shareholders’ consent to change its Investment Strategy, change the Company’s name to Evrima Plc, reorganise the Company’s Ordinary Share capital (Consolidation and Sub-Division), increase the Directors’ share allotment authority and allow the disapplication of pre-emption rights in respect of shares allotted under such increased authority. Information about the Company The loss for the year before and after taxation was £63,171 (2018: £7,973). Cash in the bank at the end of December 2019 was £11,845 (2018: £9,776). On 16 July 2020, the Company announced the appointments of Mr. Burns Singh Tennent-Bhohi as Executive Director & CEO and Mr. Guy Miller as Executive Director to the Board of Directors, effective immediately; and the placing of 108,133,333 ordinary shares in the Issued Share Capital of the Company to raise £324,400 before expenses. It should be noted that Guy Miller has been confirmed as a Non-Executive Director. The Company has an investment property in Leeds, currently valued at £200,000, which was let throughout 2019 and remains let to a commercial tenant on a three-year lease expiring in August 2021. The Company has also made successive investments in Kalahari Key Metals Exploration (Pty) Limited (“KKME”) https://www.kalaharikey.co.uk/ , a minerals exploration company which explores in Botswana for nickel (“Ni.”) and platinum group elements (“PGE”). KKME holds three prospecting licences within the Molopo Farms Complex, a large intrusion with proven potential for Ni. and PGE that straddles the border of Botswana and the Republic of South Africa. Grant of Options to Board Members Upon the Proposals becoming effective (post- Share Consolidation), the following Directors’ options will be granted: Simon Richard de Clanay Grant-Rennick, Burns Singh Tennent-Bhohi and Guy Miller will be granted 1,000,000 options each, having a strike price of 10p per share, life to expiry five years from issue and vesting immediately. Should each Director exercise all 1,000,000 of his respective options within or on the life of expiry, he shall be awarded 1,000,000 replacement options with a strike price of 20p per share and a life to expiry of 5-years from issue, and the replacement options shall vest immediately. If a Director leaves office within 12 months of option grant, that Director’s options will immediately lapse, and his options will not be able to vest in the event that any of his options have not already been exercised. Background to the Proposals The Company is reviewing a number of compelling opportunities. Presently, the Company’s investments are the commercial property described above generating modest rental income and an equity-interest in a private mining and exploration company seeking large base and industrial metals discoveries in Botswana. After careful review, the Board of Directors are proposing to change the Company’s investment strategy to focus on the natural resource sector. Collectively, the Directors and their respective networks have considerable experience in the industry and believe that the current environment in the natural resource sector is such that projects of merit will attract capital. To reflect this proposed new Investment Strategy, the Company proposes to change its name to Evrima Plc. Subject to the passing of the Resolution to change the Company’s name, the Company’s corporate website address and TIDM will be updated and Shareholders will be informed of the new web address and TIDM in due course. The Directors believe that greater flexibility to issue shares would be beneficial. They are therefore seeking authority from Shareholders to increase the Directors’ ability to issue shares, further details of which are set out below. Proposed Investment Strategy Conditional on Resolution 1 being approved at the General Meeting, the Company will adopt the following Investment Strategy: The Company’s Investment Strategy is to invest in and/or acquire companies and/or projects within the natural resources sector with potential for growth and value creation, over the medium to long term. With the Board’s experience, it will seek opportunities in base and precious metals. The Company will focus its search for prospective assets predominantly in Africa. No terms have yet been concluded with any potential opportunity, and any potential opportunity would be subject to due diligence, final board approval and the availability of financial resources. The Company does not set out to be an active investor. The Directors, however, will reserve the right, to seek board representation commensurate with the Company’s voting interest in the investee company where they feel that such a company would benefit from their skills and expertise, and to assist with monitoring the Company’s investment. The Company thus intends to be an active investor only in situations where it can make a clear and positive contribution to the progress and development of the investment. The Directors believe that their broad, collective experience, together with their extensive network of contacts, will assist them in identifying, evaluating and financing suitable investment opportunities. External advisers and investment professionals will be engaged as necessary to assist with sourcing and due diligence of prospective opportunities. The Directors will also consider appointing additional directors with relevant experience, should this appear to be prudent and beneficial. The Company intends to deliver shareholder returns principally through capital growth rather than income or capital distributions through dividends. Consistent with the Company’s Investment Strategy, the Directors are aware of a number of potential acquisition and/or investment opportunities which may be available to the Company. There will be no limit on the number of projects into which the Company may invest, and the Company may invest in a number of propositions or in just one investment, which may be deemed to be a reverse takeover pursuant to Rule 55 of the Rules for Issuers. The Company may need to raise additional funds for these purposes and may seek for this purpose equity capital, loan capital or a combination of each. Share Sub-Division, Share Consolidation It is proposed that, simultaneously with the other proposed Resolutions, the share capital of the Company be reorganised as follows: The Ordinary Shares of £0.001 will be consolidated into new ordinary shares of £0.01 each on the basis of 1 New Ordinary Share of £0.01 each for every 10 Ordinary Shares of £0.001 each. Each existing Ordinary Share with a par value of £0.01 will then be subdivided into: One New Ordinary Share of £0.001 each; and One Deferred Share of £0.009 each Where the share capital reorganisation results in any Shareholder being entitled to a fraction of a new Ordinary Share, such fraction shall be aggregated and the Directors intend to sell (or appoint another person to sell) such aggregated fractions in the market and retain the net proceeds for the benefit of the Company. Existing share certificates will cease to be valid following the Share Consolidation. New share certificates in respect of the New Ordinary Shares will be issued on or around 25thAugust 2020. No certificates will be issued in respect of the Deferred Shares, nor will CREST accounts of Shareholders be credited in respect of any entitlement to the Deferred Shares. No application will be made for the Deferred Shares to be admitted to trading on the AQSE Growth Market or any other investment exchange. The New Ordinary Shares will be freely transferable, and application will be made for the New Ordinary Shares to be admitted to trading on the AQSE Growth Market. The Deferred Shares will be transferable only with the consent of the Company and will not be admitted to trading on the AQSE Growth Market (or any other investment exchange). The holders of the Deferred Shares shall not, by virtue or in respect of their holdings of Deferred Shares, have any right to receive notice of any general meeting of the Company nor the right to attend, speak or vote at any such general meeting. Save as required by law, the Company need not issue share certificates to the holders of the Deferred Shares in respect of their holding thereof. The holders of Deferred Shares shall not be entitled to receive any dividend or distribution and shall be entitled to any repayment of capital on a winding-up only once the holders of New Ordinary Shares have received £1,000,000 in respect of each New Ordinary Share held by them. One consequence of the Share Consolidation is that Shareholders holding fewer than 10 existing Ordinary Shares will receive no New Ordinary Shares. This consequence is illustrated in the table below: Number of existing Ordinary Shares currently held Number of New Ordinary Shares held 9 Authority to allot new shares; and to allot new shares in disapplication of pre-emption rights In view of the modest capital base of the Company and of the number of Ordinary Shares that were issued in the placing as announced on 16 July 2020, Resolution 3 seeks the authority to allot shares up to a nominal value of £90,000. This will ensure adequate authority to cover any further placings and the potential exercise of warrants (also announced of 16 July 2020). Resolution 4 seeks authority for the Board to allot such new Ordinary Shares on a non-pre-emptive basis. Section 561 of the Act contains pre-emption rights that require all equity shares which it is proposed to allot for cash to be offered to existing shareholders in proportion to their existing shareholdings, unless a special resolution is passed to disapply such rights. Such rights do not apply to an issue otherwise than for cash, such as an issue in consideration of an acquisition. The Directors believe that these requirements are too restrictive, and it is proposed that the Directors should be able to allot shares amounting to an aggregate nominal amount of £90,000 otherwise than on a pre-emptive basis. In each case, the authority conferred shall expire at the earlier of: fifteen months after the passing of this resolution; or at the conclusion of the next AGM of the Company following the passing of Resolutions 3 and 4. The Directors may intend to raise additional funds for the Company in due course after the forthcoming General Meeting, subject to the Resolutions being approved by shareholders. Change of Name The proposal to change the name of the Company from Sport Capital Group Plc to Evrima Plc is conditional upon Resolutions 1, 2, 3 and 4 having first been approved by Shareholders. The Directors believe that the proposed, new name better reflects the sectoral focus of the Company and may more readily attract the attention of natural resources sector investors and of potential investee companies. General Meeting The Notice convening the General Meeting, to be held at 17 Ransomes Dock Business Centre, 35-37 Parkgate Road, London SW11 4NP, on 24thAugust 2020 at 11 a.m., at which the Resolutions will be proposed is set out at the back of this Circular. Action to be taken Shareholders will find a Form of Proxy enclosed for use at the General Meeting. Whether or not you intend to be present at the General Meeting, you are requested to complete and return the Form of Proxy in accordance with the instructions printed thereon as soon as possible. To be valid, completed Forms of Proxy must be received by the Company’s registrars, Share Registrars Limited, not later than 11.00 a. m. on 20thAugust 2020, being 48 business hours before the time appointed for holding the General Meeting. You are entitled to appoint a proxy to attend and to exercise all or any of your rights to vote instead of you. Completion of the Form of Proxy will not preclude you from attending and voting at the General Meeting in person if you so wish. Your attention is drawn to the notes to the Form of Proxy. Recommendation For the reasons set out above, the Board of Directors recommends Shareholders to vote in favour of the Resolutions, as they intend to do in respect of the shareholdings over which they have voting authority which, as at close of business on 4thAugust 2020 (being the last business day prior to the issue of the Circular), amounted to 60,320,000 Ordinary Shares representing approximately 26.53 per cent. of the existing issued Ordinary Share capital of the Company. Yours faithfully,

Sport Capital Group Acquisitions

1 Acquisition

Sport Capital Group acquired 1 company. Their latest acquisition was U.S. Citta di Palermo on January 17, 2019.

Date

Investment Stage

Companies

Valuation
Valuations are submitted by companies, mined from state filings or news, provided by VentureSource, or based on a comparables valuation model.

Total Funding

Note

Sources

1/17/2019

$99M

Acq - Fin

2

Date

1/17/2019

Investment Stage

Companies

Valuation

$99M

Total Funding

Note

Acq - Fin

Sources

2

Sport Capital Group Team

1 Team Member

Sport Capital Group has 1 team member, including current Chief Executive Officer, David Haigh.

Name

Work History

Title

Status

David Haigh

Akin Gump Strauss Hauer & Feld

Chief Executive Officer

Current

Name

David Haigh

Work History

Akin Gump Strauss Hauer & Feld

Title

Chief Executive Officer

Status

Current

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