Wrap Text
Distribution of Circular and Notice of General Meeting.
ETION LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number: 1987/001222/06)
(Share Code: ETO)
(ISIN: ZAE000097028)
(“Etion” or “the Company” or “the Group’’)
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
INTRODUCTION
Shareholders are referred to the firm intention announcement dated 8 June 2022 released on
SENS, and regularised on 24 August 2022 in terms of the regularising announcement released
on SENS on 24 August 2022, whereby Etion announced that it had entered into an agreement
with Reunert Applied Electronics Holdings Proprietary Limited ("Offeror”) in terms of which,
Etion will sell 100% of the issued shares in Etion Create Proprietary Limited to the Offeror
(“Disposal”).
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
A circular (“Circular”), detailing the Disposal, will be distributed to shareholders today,
Wednesday, 24 August 2022. The Circular also incorporates a notice convening a general
meeting of shareholders (“General Meeting”) for the purpose of considering, and, if deemed
fit, passing, with or without modification, the resolutions contained in such notice.
Notice is hereby given that the General Meeting will be held electronically at 9h00 on
Wednesday, 21 September 2022, to consider and, if deemed fit, to pass, with or without
modification, the requisite resolutions required for the Disposal.
The Circular is available in English only. Copies may be obtained during normal business
hours from the registered office of the Company and from the offices of the Company’s
transactional sponsor, PSG Capital, from Wednesday, 24 August 2022 until Wednesday, 21
September 2022 (both days inclusive). A copy of the Circular will also be available on the
Company’s website (www.etion.co.za).
IMPORTANT DATES AND TIMES
Shareholders are referred to the table below setting out important dates and times in relation
to the General Meeting and the Disposal.
ETION CREATE DISPOSAL CIRCULAR 2022
Notice record date, being the date on which a Shareholder must be
registered in the Register in order to be eligible to receive the
Notice of General Meeting on Friday, 19 August
Circular incorporating the Notice of General Meeting and Form of
Proxy (grey), distributed to Shareholders on Wednesday, 24 August
Announcement of distribution of Circular and notice convening the
General Meeting released on SENS on Wednesday, 24 August
Last day to trade Shares in order to be recorded in the Register to
vote at the General Meeting (see note 2 below) on Tuesday, 13 September
General Meeting record date, being the date on which a
Shareholder must be registered in the Register in order to be
eligible to attend and participate electronically in the General
Meeting and to vote thereat, by close of trade on Friday, 16 September
For administrative reasons, Forms of Proxy (grey) in respect of the
General Meeting to be received by the Transfer Secretaries by no
later than 9:00 on Monday, 19 September
Last date and time for Shareholders to give notice in terms of
section 164 of the Companies Act to Etion, objecting to the Special
Resolution approving the Disposal by 09:00 on Wednesday, 21 September
Forms of Proxy (grey) not lodged with the Transfer Secretaries to
be emailed to the Transfer Secretaries (who will provide same to
the chairman of the General Meeting) at any time before the proxy
exercises any rights of the Shareholder at the General Meeting on Wednesday, 21 September
General Meeting held at 09:00 on Wednesday, 21 September
Results of the General Meeting published on SENS on Wednesday, 21 September
If the Disposal is approved by Shareholders:
Last date on which Shareholders who voted against the Special
Resolution may require Etion to seek court approval in terms of
section 115(3)(a) of the Companies Act, but only if the Special
Resolution was opposed by at least 15% of the voting rights
exercised thereon, on Wednesday, 28 September
Last date on which Shareholders who voted against the Special
Resolution can make application to the court in terms of
section 115(3)(b) of the Companies Act on Wednesday, 5 October
Last date for Etion to send objecting Shareholders notices of the
adoption of the Special Resolution approving the Disposal, in terms
of section 164 of the Companies Act, on Wednesday, 5 October
If Shareholders do not exercise their rights in terms of section
115(3)(a) and section 115(3)(b) of the Companies Act:
Receipt of the Takeover Panel Compliance Certificate in respect of once all of the
the Disposal Conditions
Precedent to the
Disposal have been
fulfilled or waived,
expected to occur on
or about
17 October2022
Notes:
1. The above dates and times are subject to amendment at the discretion of the Company,
with the approval of the Takeover Regulation Panel and (where required) the JSE. Any
such amendment will be released on SENS.
2. Shareholders should note that as transactions in Shares are settled in the electronic
settlement system used by Strate, settlement of trades take place three South African
Business Days after such trade. Therefore, Shareholders who acquire Shares after close
of trade on Tuesday, 13 September 2022 will not be eligible to attend, participate in and
vote at the General Meeting.
3. Shareholders who wish to exercise their Appraisal Rights are referred to Annexure 8 to
the Circular for purposes of determining the relevant timing for the exercise of their
Appraisal Rights.
4. If the General Meeting is adjourned or postponed, the above dates and times will change,
but Forms of Proxy submitted for the initial General Meeting will remain valid in respect
of any such adjournment or postponement of the General Meeting.
5. All dates and times indicated above are South African Standard Time.
INDEPENDENT BOARD RESPONSIBILITY STATEMENT
The Independent Board individually and collectively accepts full responsibility for the accuracy
of the information contained in this announcement. In addition, the Independent Board certifies
that to the best of its knowledge and belief, the information contained in this announcement
solely pertaining to the Company is true and, where appropriate, does not omit anything that
is likely to affect the importance of the information contained herein, and that all reasonable
enquiries to ascertain such information have been made.
24 August 2022
Sponsor and Transaction Advisor
PSG Capital
Date: 24-08-2022 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.
Sharenet Sites 
