As announced in its trading update on the 4th October 2019, in light of the Company’s decision to exit its natural resources business, Diversion Technologies LLC has agreed to sell back to the Company 950,000 Ordinary Shares that it owns in Zoetic International plc (LON: ZOE) and pay up to US$65,000 in cash by way of satisfaction of a debt owed to the Company by Diversion.
As the Company does not have an existing authority to make purchases of its Ordinary Shares, it is convening a general meeting of its shareholders to seek approval to make both off-market and on-market purchases of its Ordinary Shares. For the time being, however, the Company has no other plans to make purchases of any Ordinary Shares aside from the 950,000 Ordinary Shares owned by Diversion.
The Board has today signed an agreement with Diversion, which sets out the terms on which the Company will purchase the 950,000 Ordinary Shares from Diversion. Pursuant to the Buy-back Agreement, Zoetic International, subject to obtaining shareholder approval, has agreed to purchase the Buy-back Shares from Diversion at a price per Ordinary Share deemed to be equal to the closing mid-market price on the business day immediately preceding the date of purchase. Such amount will be deducted from the balance of debt owed and not paid to Diversion. In addition, Diversion has agreed to pay to Zoetic International up to US$65,000 in cash in satisfaction of the debt owed by Diversion to Zoetic International. The precise amount of any such cash payment will be calculated by reference to the value of the Ordinary Shares and the quantum of debt outstanding on the date of purchase of the 950,000 Ordinary Shares. The debt amounted to US$125,548 as at 31 March 2019.
Following the share purchase and the cash payment by Diversion, the outstanding debt will be deemed to have been repaid in full. The Company intends to hold the 950,000 Buy-back Shares in treasury.
Zoetic International has today published a circular containing a notice of General Meeting to be convened at 2.30 p.m. on the 27th November 2019 at 25 Walbrook, London EC4N 8AF. At the General Meeting, the Company’s shareholders will be asked to approve ordinary resolutions to authorise the buy-back of 950,000 Ordinary Shares from Diversion and also to give the Company authority to make on-market purchases of Ordinary Shares. The procedures and timings for shareholders to vote on these resolutions are set out in the notice of General Meeting in the Circular.