Wrap Text
Posting of circular and notices of General Meetings of shareholders
SASFIN HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1987/002097/06)
JSE share code: SFN ISIN: ZAE000006565
Preference share code: SFNP ISIN: ZAE000060273
(“Sasfin” or “the Company”)
DISTRIBUTION OF CIRCULAR AND NOTICES OF SHAREHOLDERS’ MEETINGS AND IRREVOCABLE
UNDERTAKINGS IN RESPECT OF THE REPURCHASE OFFER TO SASFIN PREFERENCE
SHAREHOLDERS TO ACQUIRE THEIR PREFERENCE SHARES, TO BE IMPLEMENTED BY WAY OF A
SCHEME OF ARRANGEMENT OR A STANDBY GENERAL OFFER
1. INTRODUCTION
1.1. Sasfin shareholders (“Shareholders”) are referred to the firm intention announcement
published on the Stock Exchange News Service of the JSE Limited (“SENS”) on 18 March
2021, and the updated announcement published on SENS on 26 April 2021 (collectively the
“Firm Intention Announcement”), wherein they were advised that the board of directors of
Sasfin (“Board”) had resolved to propose a repurchase of all or some of the Preference
Shares in the issued share capital of Sasfin (“Preference Shares”) by way of two separate
but concurrent offers comprising:
1.1.1. an offer to all of the holders of Preference Shares (“Eligible Shareholders”) to
acquire all of their Preference Shares (“Scheme Shares”) for a cash
consideration of R75.00 per Scheme Share, in accordance with the provisions of
sections 114(1)(c) and (e) and section 115(2)(a) of the Companies Act, No. 71 of
2008, as amended (“Companies Act”), by way of a scheme of arrangement
(“Scheme”) which, if successfully implemented, will result in all Preference
Shares being repurchased, cancelled and removed from the issued Preference
Shares of Sasfin and subsequently delisted from the securities exchange
operated by the JSE Limited (“JSE”); and
1.1.2. separate to the Scheme, but concurrently with it, a general offer
(“Standby Offer”) by Sasfin to Eligible Shareholders, to acquire all (or a portion)
of the Preference Shares (“Standby Offer Shares”) for a cash consideration of
R68.00 per Standby Offer Share, in accordance with the provisions of sections
48(8)(b), 114 and 115 of the Companies Act, which Standby Offer may be
accepted or rejected by Eligible Shareholders (in whole or in part) and which will
be implemented only if the Scheme fails and, if successfully implemented, will
result in only those Preference Shares which have been voluntarily tendered
being repurchased, cancelled and removed from the issued Preference Shares
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of Sasfin, and the subsequent delisting of those Preference Shares from the
securities exchange operated by the JSE.
1.2. As noted in the Firm Intention Announcement the Scheme and the Standby Offer are each
subject to the fulfilment or waiver (as the case may be) of certain suspensive conditions,
including all necessary Shareholder approvals and/or resolutions as may be necessary to give
effect to the Scheme and the Standby Offer respectively.
2. DISTRIBUTION OF CIRCULAR
Shareholders are hereby advised that the circular (“Circular”) providing them with full details of the
Scheme and the Standby Offer, and containing a notice of the general meeting of Eligible
Shareholders (“Eligible Shareholders General Meeting”) and the general meeting of all
Shareholders (“Combined General Meeting”) (collectively “General Meetings”), the Independent
Expert’s Report (which confirms that the consideration for both the Scheme and Standby Offer is fair
and reasonable), the recommendation by the Independent Board that Shareholders vote in favour of
all necessary special and ordinary resolutions set out in the aforementioned notices, the salient dates
and times relating to the Scheme and the Standby Offer and the necessary forms in order to effect the
Scheme and the Standby Offer, was distributed today, Wednesday, 5 May 2021. The Circular is also
available on the Sasfin website, www.sasfin.com/investor-relations/.
3. NOTICES CONVENING THE ELIGIBLE SHAREHOLDERS GENERAL MEETING AND THE
COMBINED GENERAL MEETING
Notice is hereby given that the General Meetings will be held as follows:
3.1. Eligible Shareholders General Meeting
The Eligible Shareholders General Meeting will be held, entirely by way of electronic
participation at 10h00 on Wednesday, 2 June 2021, or any other adjourned or postponed
date and time in accordance with the provisions of section 64 of the Companies Act and the
Sasfin’s Memorandum Of Incorporation (“MOI”), as read with the JSE Listings Requirements
(“Listings Requirements”).
3.2. Combined General Meeting
The Combined General Meeting will be held, entirely by way of electronic participation at the
later of 10h30 or the conclusion of the Eligible Shareholders General Meeting on Wednesday,
2 June 2021 or any other adjourned or postponed date and time in accordance with the
provisions of section 64 of the Companies Act and the MOI, as read with the Listings
Requirements.
4. ELECTRONIC PARTICIPATION
The Eligible Shareholders General Meeting and the Combined General Meeting will be conducted
entirely through electronic communication. The electronic meeting facilities will permit all
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Shareholders, or their proxies, to be able to communicate with each other without an intermediary,
and to participate reasonably effectively in the meeting. Voting via the electronic facility will be the only
method available to Shareholders, or their proxies, to vote their shares at these meetings, details of
which are included in the Circular. Shareholders who wish to participate in the General Meetings must
register online at www.smartagm.co.za by no later than 09h00 on Wednesday, 2 June 2021. Following
successful registration, Shareholders may access the General Meetings online at
https://web.lumiagm.com via their smartphone, tablet or computer. Full details regarding registration
and participation are provided in the Circular under the heading “Electronic Participation”.
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5. IMPORTANT DATES AND TIMES
The important dates and times relating to the Scheme and Standby Offer are set out below. Words
and expressions herein and the notes thereto shall have the same meanings as assigned to it in the
Circular.
2021
Record Date to be eligible to receive the Circular and the Notices Friday, 30 April
Posting of the Circular and the Notices Wednesday, 5 May
Announcement confirming: (i) publication of the Circular on Wednesday, 5 May
Sasfin’s website and (ii) posting of the Circular and the Notices,
released on SENS
Announcement confirming: (i) publication of the Circular on Thursday, 6 May
Sasfin’s website and (ii) posting of the Circular and the Notices,
published in the South African press on
The Standby Offer Opening Date Thursday, 6 May
Last day to trade Shares in order for Shareholders to be recorded Tuesday, 25 May
in the Register on the Meetings Record Date
Meetings Record Date to be eligible to vote at the Eligible Friday, 28 May
Shareholders General Meeting and the Combined General
Meeting
Recommended last day and time to lodge Forms of Proxy (blue), Monday, 31 May
Forms of Proxy (green) and Forms of Proxy (orange) with the
Transfer Secretaries by 10h00
Last Day to register to participate in the Eligible Shareholders Wednesday, 2 June
General Meeting and/or the Combined General Meeting
electronically by 09h00
Last day for any Relevant Shareholder to deliver written notice to Wednesday, 2 June
the Company objecting to the Scheme Resolution and/or the
Companies Act Repurchase Resolution in accordance with
section 164(3) of the Companies Act before the relevant
resolutions are to be voted on at either the Eligible Shareholders
General Meeting or the Combined General Meeting, respectively
Eligible Shareholders General Meeting to be held entirely by way Wednesday, 2 June
of electronic communication at 10h00
Combined General Meeting to be held entirely by way of Wednesday, 2 June
electronic communication at the later of 10h30 or the conclusion
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of the Eligible Shareholders General Meeting
Results of the Eligible Shareholders General Meeting and Wednesday, 2 June
Combined General Meeting released on SENS
Results of the Eligible Shareholders General Meeting and Thursday, 3 June
Combined General Meeting published in the South African press
Last date for Shareholders who voted against the Scheme Wednesday, 9 June
Resolution and/or the Companies Act Repurchase Resolution to
require Sasfin to seek Court approval for the Scheme and the
Repurchase in terms of section 115(3)(a) of the Companies Act,
if the requisite special resolutions in terms of section 115(2)(a) of
the Companies Act were opposed by at least 15% of the voting
rights that were exercised
Last date for Shareholders who voted against the Scheme and/or Thursday, 17 June
the Companies Act Repurchase Resolution to be granted leave
by a Court to apply for a review of the Scheme and the
Repurchase in terms of section 115(3)(b) of the Companies Act
Last date for Sasfin to give notice of adoption of the Scheme Thursday, 17 June
Resolution and/or the Companies Act Repurchase Resolution in
terms of section 164(4) of the Companies Act to Shareholders
who delivered written notices to the Company objecting to the
relevant special resolutions in accordance with section 164 of the
Companies Act and have neither withdrawn that notice or voted
in support of the resolutions
If no Shareholders exercise their rights in terms of section
115(3) of the Companies Act
TRP compliance certificate delivered in terms of section 121(b)(i) Friday, 18 June
of the Companies Act
If the Scheme and the Repurchase are duly approved by
Shareholders at the Eligible Shareholders General Meeting
and the Combined General Meeting, no Shareholders
exercise their rights in terms of section 115(3) of the
Companies Act and all other Scheme Conditions Precedent
are fulfilled (or waived, where such conditions are capable
of waiver):
Scheme Finalisation Date announcement expected to be Friday, 18 June
released on SENS
Scheme Finalisation Date announcement published in the South Monday, 21 June
African press
Expected Scheme last day to trade Preference Shares in order Tuesday, 29 June
for Eligible Shareholders to be recorded in the Register on the
Scheme Record Date to receive the Increased Scheme
Consideration
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Expected suspension of listing of Preference Shares from the Wednesday, 30 June
Main Board of the JSE at commencement of trading
Last day to deliver Form of Surrender (pink) in respect of the Friday, 2 July
Scheme and Documents of Title (in order to receive the
Increased Scheme Consideration on the Scheme Operative
Date) to be received by the Transfer Secretaries, which is
expected to be by 12h00
Expected Scheme Record Date, being the date and time on Friday, 2 July
which Eligible Shareholders must be recorded in the Register to
receive the Increased Scheme Consideration, which is expected
to be by 17h00
Expected Scheme Operative Date Monday, 5 July
Dematerialised Scheme Participants expected to have their Monday, 5 July
accounts (held at their CSDP or broker) debited with the Scheme
Share and credited with the Increased Scheme Consideration
Expected date of settlement of the Increased Scheme Monday, 5 July
Consideration to be paid electronically to Certificated Scheme
Participants (if the Form of Surrender (pink) in respect of the
Scheme and Documents of Title are received by the Transfer
Secretaries by 12h00 on the Scheme Record Date)
Expected termination of listing of the Preference Shares on the Tuesday, 6 July
Main Board of the JSE at the commencement of trade
If the Scheme Conditions Precedent are not fulfilled (or
waived, where such conditions are capable of waiver) and
the Scheme does not become operative, the Standby Offer
Conditions Precedent are fulfilled (or waived, where such
conditions are capable of waiver) and assuming no
Shareholders exercise their rights in terms of section 115(3)
of the Companies Act:
The Standby Offer Finalisation Date announcement expected to Friday, 18 June
be released on SENS
The Standby Offer Finalisation Date announcement expected to Monday, 21 June
be published in the South African press
Expected Standby Offer last day to trade Preference Shares in Tuesday, 29 June
order for Eligible Shareholders to be recorded in the Register on
the Standby Offer record date to participate in the Standby Offer
and thereby receive the Standby Offer Consideration
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Preference Shares trade “ex” the right to participate in the Wednesday, 30 June
Standby Offer
Expected Standby Offer record date to determine who is eligible Friday, 2 July
to participate in the Standby Offer and thereby receive the
Standby Offer Consideration
Expected Standby Offer Closing Date at 12h00 Friday, 2 July
Results of the Standby Offer released on SENS Monday, 5 July
Expected date of settlement of the Standby Offer Consideration Monday, 5 July
to be paid electronically to Certificated Standby Offer Participants
who accepted the Standby Offer (if the Form of Acceptance
(yellow) in respect of the Standby Offer and Documents of Title
are received by the Transfer Secretaries on or before 12h00 on
the Standby Offer Closing Date)
Dematerialised Standby Offer Participants expected to have their Monday, 5 July
accounts held at their Broker or CSDP debited with the Offer
Shares and the Standby Offer Consideration credited
Results of the Standby Offer published in the South African press Tuesday, 6 July
Expected termination of listing of those Preference Shares Tuesday, 6 July
repurchased in terms of the Standby Offer on the Main Board of
the JSE at the commencement of trade
Notes:
1. All dates and times above are South African dates and times.
2. These dates and times are subject to amendment by Sasfin (and, to the extent necessary, approval
from the JSE, the TRP and other regulatory authorities). The dates have been determined based on
certain assumptions regarding the date by which Shareholder and regulatory approvals will be
obtained and that no Court approval or review of the Scheme Resolution and/or the Companies Act
Repurchase Resolution will be required. Any such amendment of the dates and times 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 3 Business Days after such trade. Therefore,
Shareholders who acquire Shares after close of trade on Tuesday, 25 May 2021 will not be eligible to
participate and vote at the Meetings.
4. For purposes of being able to participate and vote at the Eligible Shareholders General Meeting or the
Combined General Meeting, as the case may be, no Dematerialisation or rematerialisation of Shares
may take place between Wednesday, 26 May 2021 and Friday, 28 May 2021, both days inclusive.
5. Shareholders are reminded that Preference Shares can only be traded in Dematerialised form. It is
therefore suggested that Certificated Shareholders on the Register Dematerialise their Preference
Shares prior to the last day to trade Preference Shares to receive either the Increased Scheme
Consideration or the Standby Offer Consideration, as the case may be, expected to be Tuesday, 29
June 2021.
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6. For the purpose of being eligible to participate in the Scheme or the Standby Offer, as the case may
be, no Dematerialisation or rematerialisation of Preference Shares may take place after the last day
to trade Preference Shares for the Scheme and the Standby Offer,
7. If the Eligible Shareholders General Meeting or the Combined General Meeting is adjourned or
postponed, the above dates and times will change, but the applicable Form of Proxy (blue) submitted
for the Eligible Shareholders General Meeting and the Form of Proxy (green) or the Form of Proxy
(orange), as the case may be, submitted for the Combined General Meeting will remain valid in respect
of any postponement prior to convening, adjournment or postponement of the Eligible Shareholders
General Meeting or the Combined General Meeting, as the case may be.
8. Any Form of Proxy (blue), Form of Proxy (green) or Form of Proxy (orange) not delivered to the
Transfer Secretaries by the date and time stipulated herein may be submitted to the Transfer
Secretaries by no later than the commencement of the Eligible Shareholders General Meeting (or any
adjournment or postponement thereof) or the Combined General Meeting (or any adjournment or
postponement thereof), respectively, before such Shareholder’s voting rights are exercised at such
meeting (or any adjournment or postponement thereof).
6. IRREVOCABLE UNDERTAKINGS
Shareholders are hereby notified that Sasfin has received irrevocable undertakings from 36One Asset
Management Proprietary Limited (holding 9.25% of the Preference Shares) and Mianzo Asset
Management Proprietary Limited (holding 9.32% of the Preference Shares), Eligible Shareholders
collectively holding 18.57% of the Preference Shares, confirming their undertaking to vote in favour
of the Scheme Resolution (as defined in the Circular), and the Companies Act Repurchase
Resolutions (as defined in the Circular). A copy of said irrevocable undertakings will be available for
inspection along with the other documents required to be made available for inspection and as further
envisaged in the Circular.
7. RESPONSIBILITY STATEMENT
The Independent Board and the Board, individually and collectively, accept full responsibility for the
accuracy of the information contained in this announcement which relates to Sasfin, the Scheme and
the Standby Offer, and certify that, to the best of their knowledge and belief, such information is true,
and that 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. The Independent Board and the Board have made all reasonable enquiries to
ascertain that no facts have been omitted and that this announcement contains all information required
by law, the Companies Act and the Listings Requirements.
Johannesburg
5 May 2021
CORPORATE ADVISOR AND SPONSOR
Sasfin Capital Proprietary Limited
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INDEPENDENT SPONSOR
Deloitte & Touche Sponsor Services Proprietary Limited
LEGAL ADVISOR
Edward Nathan Sonnenbergs Incorporated
INDEPENDENT EXPERT
BDO Corporate Finance Proprietary Limited
TRANSFER SECRETARY
Computershare Investor Services Proprietary Limited
Date: 05-05-2021 11:48:00
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