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Circular to shareholders regarding the Offer, Delisting and notice of general meeting
JASCO ELECTRONICS HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number: 1987/003293/06)
Share Code: JSC ISIN: ZAE000003794
("Jasco" or “the Company”)
Circular to shareholders regarding the Offer, Delisting and notice of
general meeting
1.Distribution of circular to shareholders
Shareholders are referred to the firm intention announcement released
on SENS on 6 March 2023 and are advised that a circular providing
shareholders with relevant information regarding the Offer and
Delisting (“Offer Circular”) was distributed to shareholders on
Thursday, 23 March 2023.
The Offer Circular is available on the Company website:
www.jasco.co.za.
2.Notice of General Meeting
Included in the Offer Circular to shareholders is a notice of general
meeting (“General Meeting”) of shareholders, to be held entirely via
a remote interactive electronic platform, on Wednesday, 26 April 2023
at 14h00, to transact the business, as stated in the notice of the
General Meeting.
3.Electronic participation at the General Meeting
Shareholders are advised that the General Meeting will be held in
electronic format, in terms of the provisions of the Companies Act,
2008 and the Memorandum of Incorporation of the Company.
Shareholders are encouraged to connect to the General Meeting by
utilising the virtual meeting facility. Shareholders should contact
the Company Secretary at company.secretary@jasco.co.za or
telephonically on +27 11 266 1678 with their contact details by no
later than 14:00 on Monday, 14 April 2023 to obtain the link to the
General Meeting.
In-person registration of meeting participants will not be carried
out at the registered office of the Company. Participants should note
that access to the electronic communication may be at the expense of
the participants who wish to utilise the facility.
4.Salient terms of the Offer and Delisting
4.1 Offer
4.1.1 The Offeror will offer, in terms of section 117(1)(c)(v)
of the Companies Act, to acquire from the Jasco
Shareholders all the Offer Shares, being a maximum of 155
430 311 Jasco Shares, in respect of which it receives
valid acceptances prior to the offer closing date for the
Offer Consideration.
4.1.2 The Offer Consideration is a cash consideration of 16
cents per Jasco Share acquired in terms of the Offer,
being a maximum of R24 868 853.
4.1.3 In the Offeror’s view, the Offer Consideration is
compelling as (i) the Jasco Shares are thinly traded,
(ii) the Offer Consideration represents a 14% premium to
the closing price on the date preceding the cautionary
announcement dated 5 December 2022 and a 4% premium to
the 30-day volume weighted average price on the date
preceding the cautionary announcement. (iii) represents a
premium in excess of 100% against the audited tangible
net asset value per share of 1.2 cents, published for the
year ended 30 June 2022. The audited net asset value per
share at 30 June 2022 was 16.7 cents per share.
4.1.4 The Offer Consideration shall be settled in full, in
accordance with the terms of the Offer without regard to
any lien, right of set-off, counterclaim or other
analogous right to which the Offeror may otherwise be, or
claim to be, entitled against an Offer Participant.
4.1.5 The Offer will open at 09:00 on Friday, 24 March 2023 and
will remain open until 12:00 on Friday, 19 May 2023,
subject to the Delisting being approved at the General
Meeting to be held on Wednesday, 26 April 2023.
4.1.6 Certificated shareholders who wish to accept the Offer
are required to complete the form of acceptance attached
to the Offer Circular, whereas dematerialised
shareholders are required to notify their CSDPs or
brokers of their acceptance so that their CSDP or broker
may act on their behalf. Detailed instructions of how to
accept the General Offer can be found in the Offer
Circular.
4.2 Delisting
4.2.1 The Offer is subject to, inter alia, the condition that the
Delisting of Jasco’s Shares from the JSE pursuant to the
voluntary delisting provisions of the JSE Listings
Requirements is approved by the requisite majority Jasco
Shareholders at the General Meeting to be convened (“Delisting
Resolution”) and the JSE (the “Delisting Condition”).
4.2.2 The Delisting will occur pursuant to the Delisting Resolution
being approved and the Offer being implemented.
4.2.3 The effect of the Delisting will be that all Jasco’s ordinary
shares will be removed from the list of securities admitted to
trading by the JSE.
4.2.4 Detailed instructions of how to participate in the General
Meeting can be found in the Offer Circular.
5. Salient dates and times relating to the Offer and Delisting
2023
Record date to determine which
Shareholders are eligible to receive the Friday, 17 March
Offer Circular
Posting of the Offer Circular including Thursday, 23 March
notice of General Meeting to Shareholders
and announced on SENS
Posting of the Offer Circular including Friday, 24 March
notice of General Meeting to Shareholders
and announced in the press
Offer Opening Date at 09:00 Friday, 24 March
Last day to trade in Jasco Ordinary Tuesday,11 April
Shares in order to be recorded in the
register to vote at the General Meeting
Voting record date to vote at the General Friday, 14 April
Meeting
Last day to lodge forms of proxy in Monday,24 April
respect of General Meeting by 14:00 on
General Meeting to be convened at 14:00 Wednesday, 26 April
on
Publication of results of General Meeting Wednesday, 26 April
on SENS on or before
Offer becomes unconditional if Delisting Wednesday, 26 April
Resolution is passed
Publication of results of General Meeting Friday, 28 April
in the press on or before
Expected date of lodging an application Tuesday, 2 May
for the termination of listing of the
Shares on the JSE on
Expected finalisation announcement Tuesday, 2 May
published on SENS on or about
Expected finalisation announcement Wednesday, 3 May
published in the South African press
First date on which the Offer Tuesday, 9 May
Consideration is expected to be sent by
EFT to Offer participants who are
certificated Shareholders who have lodged
their Form of Surrender and Transfer
(green) with the transfer secretaries on
or prior to the Offer being declared
wholly unconditional, on or about
First date on which dematerialised Offer Tuesday, 9 May
participants are expected to have their
accounts with their broker or CSDP
credited with the Offer Consideration, on
or about
Expected last day to trade to take up the Tuesday, 16 May
Offer
Expected suspension of the listing of the Wednesday, 17 May
Shares at the commencement of trade on
the JSE
Expected Offer Record Date Friday, 19 May
Expected Offer Closing Date. Forms of Friday, 19 May
Surrender and Transfer (green) to be
submitted by 12:00 on
Last date on which the Offer Monday, 22 May
Consideration is expected to be sent by
EFT to Offer Participants who are
Certificated Shareholders who have lodged
their Form of Surrender and Transfer
(green) with the Transfer Secretaries on
or prior to the last day to trade to take
up the Offer, on or about
Last date on which dematerialised Offer Monday, 22 May
participants are expected to have their
accounts with their broker or CSDP
credited with the Offer Consideration on
or about
Expected termination of the listing of Tuesday, 23 May
the Shares at commencement of trade on
the JSE
Notes:
1. All of the above dates and times are subject to change, with
the approval of the JSE and TRP, if required. The dates have
been determined based on certain assumptions regarding the
dates by which certain regulatory approvals including, but not
limited to, that of the JSE and TRP, will be obtained. Any
change will be released on SENS and published in the South
African press.
3. 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, 11 April 2023, will not be eligible to
attend, participate in and vote at the General Meeting, as the
Record Date is Friday, 14 April 2023.
4. Jasco Share certificates may not be dematerialised or
rematerialised between Wednesday, 17 May 2023, and Friday,
19 May 2023, both days inclusive.
5. In the event that a Shareholder lodges a Form of Proxy (blue)
with the Transfer Secretaries less than 48 hours (excluding
Saturdays, Sundays and gazetted, national public holidays)
before the General Meeting, such a Shareholder may email a Form
of Proxy (blue) to the Transfer Secretaries (who will provide
same to the chairperson of the General Meeting) at any time
before the commencement of the General Meeting (or any
adjournment or postponement of the General Meeting), with the
understanding that such Form of Proxy and identification must
be verified and registered before commencement of the General
Meeting.
6. If the General Meeting is adjourned or postponed, Forms of
Proxy submitted for the initial General Meeting will remain
valid in respect of any adjournment or postponement of the
General Meeting.
7. All times given in the Offer Circular are local times in South
Africa.
8. The date of payment of the Offer Consideration, will take place
within six business days of the later of the Offer being
declared wholly unconditional and acceptance of the Offer by
the Offer participant and in accordance with paragraph 6 of the
Offer Circular in respect of certificated Shareholders.
6. Tax implications for Offer Participants
The tax implications for Offer Participants are dependent on the
individual circumstances and the jurisdiction(s) and relevant tax
laws of such jurisdiction(s) that may be applicable to such Offer
Participants. Accordingly, it is recommended that if Offer
Participants are uncertain about the tax treatment of the sale of
the Offer Shares to the Offeror and the receipt of the Offer
Consideration, they seek appropriate advice in this regard.
7. Other tax implications
Any Securities Transfer Tax (levied at a rate of 0.25%) payable in
respect of the transfer of the Offer Shares to the Offeror, will be
payable by the Offeror.
8. Jasco Independent Board and Jasco Board Responsibility Statement
The Independent Board and the Jasco Board, individually and
collectively accept full responsibility for the accuracy of the
information contained in this announcement, and certify that, to the
best of their respective knowledge and belief, the information is
true and, where appropriate, this announcement does not omit
anything likely to affect the importance of the information
included.
9.Offeror Responsibility Statement
The Offeror accepts responsibility for the information contained in
this announcement insofar as it relates to detail around the Offeror
and the Offer. To the best of its knowledge and belief, the
information contained in this announcement is true and this
announcement does not omit anything likely to affect the importance
of the information.
Midrand
23 March 2023
Corporate Advisor and Transaction Sponsor: Grindrod Bank Limited
Date: 23-03-2023 09:00:00
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