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Distribution of Circular and Notice of General Meeting
ELB GROUP LIMITED
Incorporated in the Republic of South Africa
(Registration number 1930/002553/06)
ISIN: ZAE000035101
JSE Code: ELR
(“ELB” or “the Company”)
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
1. Distribution of Circular
1.1 ELB Shareholders are referred to the firm intention announcement released on SENS on 1 July
2020. Using the terms defined therein as well as in the Circular, ELB Shareholders are advised
that the Circular containing the details of the Offer and the Delisting and incorporating a notice of
the General Meeting, Form of Proxy, Form of Surrender and Transfer for the Scheme and Form
of Acceptance and Transfer for the General Offer, has been distributed to ELB Shareholders
today, 14 August 2020.
1.2 ELB Shareholders are further advised that the Circular is available on the Company’s website:
https://www.elb.co.za/investor-relations-2/
2. Notice of General Meeting
2.1 Notice is hereby given that a meeting of Shareholders, as at the Scheme Voting Record Date of
Friday, 4 September 2020 will be held at 10:00 on Tuesday, 15 September 2020. The meeting
will be held entirely via electronic facility/communication in terms of section 63(2)(a) of the
Companies Act, to consider and, if deemed fit, to pass, with or without modification, Resolutions
which form part of the Circular.
2.2 The salient dates and times relating to the General Meeting are set out below:
Action 2020
Record date for Shareholders to be recorded in the Register in Friday, 7 August
order to be entitled to receive the Notice of General Meeting
Distribution of the Circular to Shareholders and Notice of General Friday, 14 August
Meeting released on SENS on
General Offer opening date at 10:00 on Monday, 17 August
Last day to trade in Shares in order to be recorded in the Register Tuesday, 1 September
to attend, participate in and vote at the General Meeting on (refer to
note 2 below)
Record date for Shareholders to be recorded in the Register in Friday, 4 September
order to be eligible to attend, participate in and vote at the General
Meeting, being the “Scheme Voting Record Date”, by close of
trade on
Forms of Proxy to be received by the Transfer Secretaries Friday, 11 September
preferably by 10:00 on (refer to note 3 below)
Last date and time for ELB Shareholders to give notice to ELB Tuesday, 15 September
objecting to the Scheme and/or General Offer in terms of section
164(3) of the Companies Act, by 10:00 on
Forms of Proxy not lodged with the Transfer Secretaries to be Tuesday, 15 September
handed to the chairperson of the General Meeting at any time
before the proxy exercises any rights of the Shareholder at the
General Meeting on
General Meeting to be held at 10:00 on Tuesday, 15 September
Results of General Meeting released on SENS on or about Wednesday, 16 September
Results of General Meeting published in the South African press on Thursday, 17 September
or about
3. Further Salient Dates
3.1 Further to the dates relating to the General Meeting, the below sets out other important dates up
to and including the Operative Date of the Scheme and the anticipated Delisting:
Action 2020
Last day for Shareholders who voted against the Scheme to require Tuesday, 22 September
the Company to seek Court approval for the Scheme in terms of
section 115(3)(a) of the Companies Act, if at least 15% of the total
votes of Shareholders at the General Meeting were exercised against
the Scheme
Last day for the Company to send notice of adoption of the Scheme Wednesday, 30 September
Resolution to Dissenting Shareholders, in accordance with section
164(4) of the Companies Act on
Last day for a Shareholder who voted against the Scheme to apply Wednesday, 30 September
to Court for leave to apply to Court for a review of the Scheme in
terms of section 115(3)(b) of the Companies Act on
• The following dates assume that no Shareholders exercise their rights in terms of section
115(3)(b) of the Companies Act as required and will be confirmed in the finalisation
announcement if the Scheme becomes unconditional:
Action 2020
SCHEME
If the Scheme is approved by Shareholders at the General Meeting:
Finalisation announcement expected to be released on SENS on Friday, 16 October
Finalisation announcement expected to be published in the South Monday, 19 October
African press on
Expected last day to trade, being the last day to trade Shares on the Tuesday, 27 October
JSE in order to be eligible to participate in the Scheme (“Scheme
Last Day to Trade”)
Suspension of listing of Shares on or about Wednesday, 28 October
Expected “Scheme Consideration Record Date”, being the date Friday, 30 October
on which Scheme Participants must be recorded in the Register in
order to be eligible to receive the Scheme Consideration, by close
of trade on
Scheme “Operative Date” on or about Monday, 2 November
Scheme Consideration expected to be sent by EFT or by cheque to Monday, 2 November
Scheme Participants who are Certificated Shareholders and who
have lodged their Form of Surrender and Transfer with the Transfer
Secretaries on or prior to 12:00 on the Scheme Consideration
Record Date, on or about
Dematerialised Scheme Participants expected to have their accounts Monday, 2 November
(held at their CSDP or Broker) credited with the Scheme
Consideration on or about
Termination of listing of Shares at the commencement of trade on Tuesday, 3 November
or about
Action 2020
GENERAL OFFER
If the Scheme does not become unconditional and the General Offer
is implemented:
Finalisation announcement expected to be released on SENS on Friday, 16 October
Expected date of lodging an application for the termination of listing Friday, 16 October
of the Shares on the JSE on
Finalisation announcement expected to be published in the South Monday, 19 October
African press on
First date on which the General Offer Consideration is expected to Tuesday, 27 October
be sent by EFT or by cheque to General Offer Participants who are
Certificated Shareholders who have lodged their Form of
Acceptance and Transfer with the Transfer Secretaries on or prior
to the General Offer being declared wholly unconditional, on or
about
First date on which Dematerialised General Offer Participants are Tuesday, 27 October
expected to have their accounts with their Broker or CSDP credited
with the General Offer Consideration, on or about
Expected last day to trade to take up the General Offer Tuesday, 27 October
Suspension of listing of Shares on or about Wednesday, 28 October
Expected General Offer record date Friday, 30 October
Expected General Offer Closing Date. Forms to be submitted by
12:00 on Friday, 30 October
Last date on which the General Offer Consideration is expected to Monday, 2 November
be sent by EFT or by cheque to General Offer Participants who are
Certificated Shareholders who have lodged their Form of
Acceptance and Transfer with the Transfer Secretaries on or prior
to the last day to trade to take up the General Offer, on or about
Last date on which Dematerialised General Offer Participants are Monday, 2 November
expected to have their accounts with their Broker or CSDP credited
with the General Offer Consideration on or about
Termination of listing of Shares at the commencement of trade on Tuesday, 3 November
or about
Notes:
1. All dates and times are subject to change with the approval of the JSE and/or TRP to the extent
required. Any change will be released on SENS and published in the South African press.
2. Shareholders should note that as transactions in Shares are settled in the electronic settlement
system used by Strate, settlement of trades takes place three Business Days after such trade.
Therefore, persons who acquire Shares after close of trade on Tuesday, 1 September 2020, will not
be eligible to attend, participate in and vote at the General Meeting, as the Scheme Voting Record
Date is Friday, 4 September 2020. Provided the Scheme is approved and Shareholders acquire the
Shares on or prior to the Scheme Last Day to Trade (expected to be Tuesday, 27 October 2020),
Shareholders will be eligible to participate in the Scheme, as the Scheme Consideration Record
Date is Friday, 30 October 2020.
3. In the event that a Shareholder lodges a Form of Proxy with the Transfer Secretaries less than 48
hours (excluding Saturdays, Sundays and official public holidays) before the General Meeting, such
Shareholder may submit a Form of Proxy at any time before the commencement of the General
Meeting (or any adjournment of the General Meeting, or postponed or rescheduled General Meeting)
or hand it to the chairperson of the General Meeting before the appointed proxy exercises any of the
relevant Shareholder’s rights at the General Meeting (or any adjournment of the General Meeting,
or postponed or rescheduled General Meeting).
4. If the General Meeting is adjourned, postponed or rescheduled, Forms of Proxy) submitted for the
initial General Meeting will remain valid in respect of any adjourned, postponed or rescheduled
General Meeting.
5. All times given in this announcement are local times in South Africa.
6. If the Scheme becomes operative, Certificated Shares may not be Dematerialised or rematerialised
after the Scheme Last Day to Trade.
Johannesburg
14 August 2020
Legal Adviser
Webber Wentzel
Transaction Sponsor
Questco Proprietary Limited
Independent Expert
Moore Advisory Johannesburg Proprietary Limited
Date: 14-08-2020 09:00:00
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