Becket Invest to Acquire UAE’s SMT Holdings

Becket Invest, a listed firm on the London Stock Exchange (LSE), on Wednesday said that it has signed heads of terms (HoT) to acquire the entire issued share capital of the UAE-based rare earths investor SMT Holdings Limited (SMT).

Becket Invest is a special purpose acquisition company formed to undertake one or more acquisitions of a target company or business while SMT is a private limited company, incorporated for the sole purpose of owning and holding various strategic metal and rare earth assets, which are essential in various industry sectors such as technology, aerospace and defence.

In a regulatory filing with LSE, Becket Invest said that pursuant to the HoT, it has entered into conditional heads of terms with SMT for the acquisition of the entire issued share capital of the UAE company.

The final consideration is to be determined following confirmatory due diligence and final agreement between the respective parties such as consideration to be satisfied through the issue of new ordinary shares in the company.

The Potential Acquisition is conditional upon, among other things, the completion of satisfactory due diligence, the negotiation and the entry into of definitive legal documentation, any requisite third party consents being obtained and the re-admission of the company’s enlarged Ordinary Share capital to the Equity Shares (Commercial Company) segment of the Official List of the Financial Conduct Authority (FCA), and readmission of the enlarged Ordinary Share capital to the LSE main market for listed securities.

It is also anticipated that the proposed acquisition would be accompanied by an issue of new Ordinary Shares to finance the ongoing activities of the enlarged Company, Becket said in the filing with the LSE.

Suspension of Trading

Becket also said that due to the nature of the potential acquisition, it will constitute an initial transaction under the UK Listing Rules since, inter alia, it will result in a fundamental change in the business of the company.

It has also requested the FCA that the listing of its Ordinary Shares on the FCA Official List is suspended with effect from 7:30 a.m. on Wednesday under Rule 21.3 of the UK Listing Rules, until they publish a prospectus in relation to the potential acquisition, or it being announced that it will not take place.

As the potential acquisition will be an initial transaction under the UK Listing Rules, on completion of the deal, Becket’s listing on the Equity Shares (Shell) category of the Official List of all existing Ordinary Shares will be cancelled.

Application will need to be made to the FCA and the LSE for the immediate readmission of the Ordinary Shares, including the currently issued Ordinary Shares and those new shares issued as consideration for the Proposed Acquisition, to the Equity Shares (Commercial Company) category of the Official List and to trading on the LSE’s Main Market for listed securities, Becket said.