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Posting Of Circular And Notice Of General Meeting In Relation To The Proposed Specific Repurchase Of Deneb Shares
DENEB INVESTMENTS LIMITED
Registration number: 2013/091290/06
(Incorporated in the Republic of South Africa)
JSE share code: DNB ISIN: ZAE000197398
(“Deneb” or the “Company”)
POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING IN RELATION TO THE
PROPOSED SPECIFIC REPURCHASE OF DENEB SHARES FROM THE SOUTHERN
AFRICAN CLOTHING AND TEXTILE WORKERS’ UNION
1. INTRODUCTION
Shareholders are referred to the SENS announcement dated 14 June 2016 advising
shareholders that Deneb had concluded an agreement with the Southern African Clothing
and Textile Workers’ Union (“SACTWU”) dated 13 June 2016 in terms of which Deneb will
acquire 133 507 226 Deneb ordinary shares from SACTWU at a price of R2.00 per Deneb
share (“Specific Repurchase”).
Shareholders of Deneb (“Deneb Shareholders”) will be requested to consider and, if
deemed fit, to pass the resolutions relating to the Specific Repurchase as set out in the
notice of general meeting referred to in paragraph 3 below.
In accordance with the Companies Act Regulations, 2011, an independent Deneb board,
comprised of independent non-executive directors, was appointed by the board of directors
of Deneb to evaluate the Specific Repurchase. BDO Corporate Finance Proprietary Limited
was appointed by the Deneb independent board as independent expert in connection with
the Specific Repurchase and has provided a formal opinion confirming that the Specific
Repurchase is fair and reasonable to Deneb Shareholders.
The Deneb independent board, taking into account the report of the independent expert, has
considered the terms and conditions of the Specific Repurchase and is of the opinion that
the terms and conditions thereof are fair and reasonable to Deneb Shareholders.
The full details of the Specific Repurchase are contained in the circular to be posted to
Deneb Shareholders as set out in paragraph 2 below (“Circular”).
2. POSTING OF THE CIRCULAR
Deneb Shareholders are hereby advised that the Circular, containing full details of the
Specific Repurchase, will be posted to Deneb Shareholders today, 10 August 2016. The
Circular incorporates a notice convening a general meeting of Deneb Shareholders for
purposes of adopting the resolutions approving the Specific Repurchase.
Deneb Shareholders are advised to review the Circular for detailed information regarding the
Specific Repurchase.
3. NOTICE OF GENERAL MEETING
Notice is hereby given that a general meeting of Deneb Shareholders will be held at 9h00 on
Thursday, 8 September 2016 at the registered offices of the Company situated at 5th Floor,
Deneb House, Corner Main and Browning Roads, Observatory, Cape Town, 7925 (“General
Meeting”) for the purpose of considering and, if deemed fit, passing with or without
modification, the resolutions set out in the notice of the General Meeting included in the
Circular.
4. IMPORTANT DATES AND TIMES
Deneb Shareholders are referred to the table below setting out important dates and times in
relation to the Specific Repurchase.
Date
Last day to trade in Deneb shares in order to be eligible to Tuesday, 30 August 2016
attend, participate in and vote at the General Meeting on
General Meeting record date for Deneb Shareholders to be Friday, 2 September 2016
recorded in the share register in order to be eligible to attend,
participate in and vote at the General Meeting
Forms of proxy in respect of the General Meeting to be Tuesday, 6 September 2016
lodged at the transfer secretaries by 9h00 on
Forms of proxy not lodged with the transfer secretaries to be Thursday, 8 September 2016
handed to the chairperson of the General Meeting before
9h00 on
General Meeting to be held at 9h00 on Thursday, 8 September 2016
Results of General Meeting released on SENS on or about Thursday, 8 September 2016
If the Specific Repurchase is approved by Deneb
Shareholders at the General Meeting:
Last day for Deneb Shareholders who voted against the Thursday, 15 September 2016
Specific Repurchase to require Deneb to seek court approval
for the Specific Repurchase in terms of section 115(3)(a) of
the Companies Act, No 73 of 2008 (“Companies Act”)
(where applicable) on
Last date for Deneb Shareholders who voted against the Thursday, 22 September 2016
Specific Repurchase to apply to court for leave to apply for a
review of the Specific Repurchase in terms of section
115(3)(b) of the Companies Act on
Last date for Deneb to send objecting Deneb Shareholders Thursday, 22 September 2016
notices of the adoption of the Specific Repurchase
resolutions, in accordance with section 164(4) of the
Companies Act on
The following dates assume that the Specific
Repurchase becomes unconditional and that neither
court approvals nor the review of the Specific
Repurchase is required and will be confirmed in an
announcement if the Specific Repurchase becomes
unconditional
Cancellation and delisting of the Specific Repurchase shares Friday, 30 September 2016
on or about
Notes:
1. All of the above dates and times are subject to change as approved by the Takeover
Regulation Panel and/or the JSE. Any changes made will be notified to Deneb
Shareholders by release on SENS.
2. The exercise of appraisal rights may result in changes to the above salient dates and
times and Deneb Shareholders will be notified separately of the applicable dates and
times resulting from such changes.
3. If the General Meeting is adjourned or postponed, forms of proxy submitted for the
initial General Meeting will remain valid in respect of any such adjournment or
postponement.
4. All times given in this Circular are local times in South Africa.
5. COPIES OF THE CIRCULAR
Copies of the Circular will be available for inspection by Deneb Shareholders during normal
business hours at the registered offices of Deneb and PSG Capital from Wednesday, 10
August 2016 until the date of the General Meeting. The Circular will also be available on the
website of Deneb from today, 10 August 2016.
Cape Town
10 August 2016
Sponsor and corporate advisor
PSG Capital
Legal advisor
Bowman Gilfillan
Independent reporting accountants
KPMG
Independent expert
BDO Corporate Finance
Date: 10/08/2016 03:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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