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Revised salient dates and times of the Offer, Delisting, Rescheduled General Meeting and Longstop Date extension
ELB GROUP LIMITED
Incorporated in the Republic of South Africa
(Registration number 1930/002553/06)
ISIN: ZAE000035101
JSE Code: ELR
(“ELB” or “the Company”)
REVISED SALIENT DATES AND TIMES OF THE OFFER, DELISTING, RESCHEDULED GENERAL
MEETING AND LONGSTOP DATE EXTENSION
1. Introduction
Shareholders are referred to the circular distributed to shareholders on Friday, 14 August 2020 (“the
Circular”) containing the details of the Offer and the Delisting. Shareholders are further referred to the
announcement published on SENS on Monday, 19 October 2020 (“Update SENS”) in which
Shareholders were advised, amongst others, of the Company's intention to distribute a supplementary
circular, including a Second Expert’s Report and a new notice of General Meeting, on or about 16
November 2020, with a view to the General Meeting being held on or about 22 December 2020
(“Rescheduled General Meeting”).
Shareholders are referred to the below updated salient dates and times relating to the Offer, Delisting
and the Rescheduled General Meeting. The Company has also extended the Longstop Date for the
Scheme and provides details below.
Furthermore, the ELB Board advises Shareholders that it currently expects to publish the ELB Group
audited financial results for the year ended 30 June 2020 by no later than Tuesday, 8 December 2020,
being at a minimum two weeks prior to the Rescheduled General Meeting.
Unless the context dictates otherwise, capitalised terms used in this announcement are as defined in
the Circular and/or the Update SENS, as applicable.
2. Salient dates and times relating to the Rescheduled General Meeting
The updated salient dates and times relating to the Rescheduled General Meeting are as set out below:
Action 2020
Record date for Shareholders to be in the Register in order to be Friday, 6 November
eligible to receive notice of the Rescheduled General Meeting
Last day to trade in Shares in order to be recorded in the Register to Tuesday, 8 December
attend, participate in and vote at the Rescheduled General Meeting on
(refer to note 2 below)
Record date for Shareholders to be recorded in the Register in order Friday, 11 December
to be eligible to attend, participate in and vote at the Rescheduled
General Meeting, being the ‘Scheme Voting Record Date’, by close
of trade on
Forms of Proxy to be received by the Transfer Secretaries preferably Friday, 18 December
by 10:00 on (refer to note 3 below)
Last date and time for Shareholders to give notice to ELB objecting to Tuesday, 22 December
the Scheme 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, 22 December
submitted at any time before the proxy exercises any rights of the
Shareholder at the Rescheduled General Meeting on
Rescheduled General Meeting to be held at 10:00 on Tuesday, 22 December
Results of the Rescheduled General Meeting released on SENS on or Wednesday, 23 December
about
Results of the Rescheduled General Meeting published in the South Thursday, 24 December
African press on or about
3. Further salient dates and times relating to the Scheme and the Delisting
Further to the salient dates and times relating to the Rescheduled General Meeting as set out above in
paragraph 1 and assuming the Scheme is approved by Shareholders at the Rescheduled General
Meeting, the below sets out other important dates and times up to and including the anticipated
Operative Date of the Scheme and Delisting:
Action 2020/2021
Last day for Shareholders who voted against the Scheme to require Wednesday, 30 December
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 Rescheduled General Meeting were
exercised against the Scheme
Last day for the Company to send notice of adoption of the Scheme Thursday, 7 January
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 to Thursday, 7 January
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 and will be confirmed in the finalisation announcement if the Scheme becomes
unconditional:
Action 2021
If the Scheme is approved by Shareholders at the Rescheduled
General Meeting:
Finalisation announcement expected to be released on SENS on Monday, 11 January
Finalisation announcement expected to be published in the South Tuesday, 12 January
African press on
Expected last day to trade, being the last day to trade Shares on the Tuesday, 19 January
JSE in order to be eligible to participate in the Scheme (“Scheme
Last Day to Trade”)
Application for the suspension of listing of Shares on or about Wednesday, 20 January
Expected “Scheme Consideration Record Date”, being the date on Friday, 22 January
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, 25 January
Scheme Consideration expected to be sent by EFT or by cheque to Monday, 25 January
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, 25 January
(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 or Tuesday, 26 January
about
Notes applicable to the updated salient dates and times:
1. All dates and times are subject to change with the approval of the JSE and/or the TRP to the extent
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 TRP, will be obtained.
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, 8 December 2020, will
not be eligible to attend, participate in and vote at the Rescheduled General Meeting, as the
Scheme Voting Record Date is Friday, 11 December 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, 19 January 2021), Shareholders will be eligible to participate in the Scheme, as the
Scheme Consideration Record Date is Friday, 22 January 2021.
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 Rescheduled
General Meeting, such Shareholder may submit a Form of Proxy (white) at any time before the
commencement of the Rescheduled General Meeting (or any adjournment of the Rescheduled
General Meeting, or postponed or rescheduled Rescheduled General Meeting).
4. If the Rescheduled General Meeting is adjourned, postponed or rescheduled, Forms of Proxy
submitted for the General Meeting and/or the Rescheduled General Meeting will remain valid in
respect of any adjourned, postponed or rescheduled 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.
4. Extension of Longstop Date
Shareholders are referred to paragraph 4.2.1 of the Circular which sets out the Longstop Date of Friday,
30 October 2020 for the fulfilment or waiver of the Scheme Conditions Precedent. Shareholders are
advised that, in accordance with paragraph 4.2.2 of the Circular, the Company has extended the
Longstop date to Friday, 29 January 2021 which extension has been approved by the TRP.
5. Responsibility Statement
5.1 The Independent Board and the ELB 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 knowledge and belief, such information is true and this announcement does not omit any
facts that would make any of the information false or misleading or would be likely to affect the
importance of any information contained in this announcement.
5.2 The Independent Board and the ELB Board have made all reasonable enquiries to ascertain that
no facts have been omitted and this announcement contains all information required by law, the
Companies Act and the JSE Listings Requirements.
Johannesburg
29 October 2020
Legal Advisor
Webber Wentzel
Transaction Sponsor
Questco Proprietary Limited
Date: 29-10-2020 07:05:00
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