Wrap Text
Distribution of Circular and Notices Convening a General and Schemes Meetings
INDEQUITY GROUP LIMITED
Incorporated in the Republic of South Africa
Registration number 1998/015883/06
Share code: IDQ ISIN: ZAE000016606
(“Indequity” or “the Company”)
DISTRIBUTION OF CIRCULAR AND NOTICES CONVENING A GENERAL MEETING OF INDEQUITY
SHAREHOLDERS; AN ORDINARY SHARE SCHEME MEETING; AN A CLASS PREFERENCE SHARE
SCHEME MEETING; AND A B CLASS PREFERENCE SHARE SCHEME MEETING.
1. INTRODUCTION
Shareholders are referred to the Firm Intention Announcement by Indequity released on SENS on
24 August 2020 and published in the South African press on 25 August 2020 (and using the terms
defined thereon unless otherwise stated) regarding:
1.1 an offer by Indequity to acquire all of the Ordinary Shares, excluding treasury shares and
5 384 072 Ordinary Shares held by Indo-Atlantic, L J van Rensburg and T E Vorster and their
associates (“Remaining Shareholders”) (the “Excluded Ordinary Shares”), being a total of
3 303 736 Ordinary Shares (“Ordinary Share Scheme Shares”) for a cash consideration of
R8.00 per Ordinary Share (“Ordinary Share Scheme Consideration”), in accordance with
the provisions of sections 48 and 114(1)(e) of the Companies Act, by way of a scheme of
arrangement (“Ordinary Share Scheme”);
1.2 separate to the Ordinary Share Scheme, but concurrently with it and in compliance with the
requirements for the Delisting Resolution, a conditional general offer (“General Offer”) by
Indequity to holders of Ordinary Shares to acquire all of the Ordinary Shares (“General Offer
Shares”) for a cash consideration of R8.00 per General Offer Share (“General Offer
Consideration”), in accordance with the provisions of sections 48 and 117(1)(c)(v) of the
Companies Act and paragraphs 1.15(c) and 5.69 of the Listings Requirements, which will be
implemented only if the Ordinary Share Scheme fails. The Remaining Shareholders have
confirmed that if the Delisting Resolution is approved by the Ordinary Shareholders they will
not be accepting the General Offer;
1.3 the subsequent delisting of all of the Ordinary Shares from the JSE in terms of paragraph
1.17(b) of the Listings Requirements (“Delisting”), pursuant to the implementation of the
Ordinary Share Scheme or, if the Ordinary Share Scheme fails, pursuant to the Delisting
Resolution being approved, and the General Offer being implemented;
1.4 the voluntarily repurchase by Indequity of all of the A Class Preference Shares, excluding
7 333 455 A Class Preference Shares held by Indo-Atlantic, L J van Rensburg and T E Vorster
and their associates (the “Excluded A Class Preference Shares”), being a total of 7 536 545
A Class Preference Shares, for a cash consideration of R0.102 per A Class Preference Share
(“A Class Preference Share Scheme Consideration”) (“A Class Preference Share
Scheme”); and
1.5 the voluntarily repurchase by Indequity of all of the B Class Preference Shares, excluding
6 255 128 B Class Preference Shares held by Indo-Atlantic, L J van Rensburg and T E Vorster
and their associates (the “Excluded B Class Preference Shares”), being a total of 5 414 552
B Class Preference Shares, for a cash consideration of R0.01 per B Class Preference Share
(“B Class Preference Share Scheme Consideration”) (“B Class Preference Share
Scheme”).
Shareholders are hereby advised that the Circular providing the relevant information regarding the
Schemes and the General Offer and incorporating, inter alia, the Notice convening the General
Meeting of Indequity Shareholders; the Notice convening the Ordinary Share Scheme Meeting; the
Notice convening the A Class Preference Share Scheme Meeting; and the Notice convening the B
Class Preference Share Scheme Meeting (collectively referred to hereinafter as the “Notices”) was
distributed to Shareholders today, Wednesday, 7 October 2020. The Circular is also available on the
Indequity website (www.indequity.com).
2. NOTICES OF MEETINGS
Notice is hereby given that a General Meeting of Indequity Shareholders will be held at 10:00 on
Thursday, 19 November 2020 at the registered office of the Company at First Floor, Cascade House,
Constantia Office Park, corner 14th Avenue and Hendrik Potgieter Road, Constantia Kloof, 1709, for
the purpose of considering and, if deemed fit, passing, inter alia, the following resolutions as defined
in the Circular:
- (i) the Repurchase (A Class Preference Shares) Resolution; (ii) the Repurchase (B Class
Preference Shares) Resolution; (iii) the Repurchase (Ordinary Shares) Resolution; (iv) the
Specific Repurchase Resolution; (v) the Delisting Resolution; and (vi) the Section 75 Resolution,
which General Meeting of Indequity Shareholders will be followed at 10:30 or immediately thereafter,
whichever is earlier, by the Ordinary Share Scheme Meeting for the purpose of considering and, if
deemed fit, passing the resolutions required to enable Indequity to repurchase the Ordinary Share
Scheme Shares in terms of a scheme of arrangement under section 114(1)(e) of the Companies Act.
The Ordinary Share Scheme Meeting will be followed at 11:00 or immediately thereafter, whichever
is the earlier, by the A Class Preference Share Scheme Meeting for the purpose of considering and,
if deemed fit, passing the resolutions required to enable Indequity to voluntarily repurchase the A
Class Preference Share Scheme Shares in terms of a scheme of arrangement under section 114(1)
of the Companies Act.
The A Class Preference Share Scheme Meeting will be followed at 11:30 or immediately thereafter,
whichever is the earlier, by the B Class Preference Share Scheme Meeting for the purpose of
considering and, if deemed fit, passing the resolutions required to enable Indequity to voluntarily
repurchase the B Class Preference Share Scheme Shares in terms of a scheme of arrangement
under section 114(1) of the Companies Act.
3. IMPORTANT DATES AND TIMES
3.1 Ordinary Share Scheme and the General Offer 2020
Record date to determine which Shareholders are entitled to receive
the Circular Friday, 2 October
Circular distributed to Shareholders and Notices of the General
Meeting of Indequity Shareholders and the Ordinary Share Scheme
Meeting released on SENS on Wednesday, 7 October
Notices of the General Meeting of Indequity Shareholders and the
Ordinary Share Scheme Meeting published in the South African press
on Thursday, 8 October
Indequity’s reviewed results for the year ended 30 September 2020
released on SENS Tuesday, 3 November
Last day to trade Ordinary Shares in order to be recorded in the
Register to vote at the General Meeting of Indequity Shareholders
and/or the Ordinary Share Scheme Meeting (see note 2 below) on Tuesday, 10 November
Record date to be eligible to vote at the General Meeting of Indequity
Shareholders and the record date to be eligible to vote at the Ordinary
Share Scheme Meeting (being the Ordinary Share Scheme Voting
Record Date) by close of trade on Friday, 13 November
Last day to lodge Form/s of Proxy in respect of the General Meeting
of Indequity Shareholders (pink) and/or the Ordinary Share Scheme
Meeting (yellow) with the Transfer Secretaries by 10:00 on
(alternatively the Form/s of Proxy in respect of the General Meeting
of Indequity Shareholders (pink) and/or the Ordinary Share Scheme
Meeting (yellow) may be handed to the chairperson of relevant
meeting immediately before the appointed proxy exercises any of the
Shareholder’s votes thereat) Tuesday, 17 November
Last date and time for Ordinary Shareholders (but excluding the
holders of the Excluded Ordinary Shares) to give notice of their
objections to the special resolution approving the Ordinary Share
Scheme, in terms of section 164(3) of the Companies Act, by no later
than 10:00 on Thursday, 19 November
General Meeting of Indequity Shareholders to be held at 10:00
on Thursday, 19 November
Ordinary Share Scheme Meeting to be held at 10:30 (or
immediately following the General Meeting of Indequity
Shareholders, whichever is earlier) on Thursday, 19 November
Results of the General Meeting of Indequity Shareholders and the
Ordinary Share Scheme Meeting released on SENS on Thursday, 19 November
Results of the General Meeting of Indequity Shareholders and the
Ordinary Share Scheme Meeting published in the South African press
on Friday, 20 November
If the Ordinary Share Scheme is approved by Ordinary Shareholders
at the Ordinary Share Scheme Meeting with sufficient voting rights
such that no Ordinary Shareholders may require the Company to
obtain Court approval for the Ordinary Share Scheme as
contemplated in section 115(3)(a) of the Companies Act:
Last date for Ordinary Shareholders who voted against the Ordinary
Share Scheme to require the Issuer to seek Court Approval for the
Ordinary Share Scheme in terms of section 115(3)(a) of the
Companies Act, if at least 15% of the total votes of Ordinary
Shareholders at the Ordinary Share Scheme Meeting were exercised
against the Ordinary Share Scheme Thursday, 26 November
Last date for an Ordinary Shareholder who voted against the Ordinary
Share Scheme to apply to the Court for leave to apply to Court for a
review of the Ordinary Share Scheme in terms of section 115(3)(b) of
the Companies Act on Thursday, 3 December
Last date for Indequity to give notice of the adoption of the special
resolution approving the Ordinary Share Scheme to Dissenting
Shareholders objecting to the special resolution, in terms of section
164(4) of the Companies Act, on Thursday, 3 December
If no Ordinary Shareholders exercise their rights in terms of section
115(3)(b) of the Companies Act:
Finalisation Date in respect of the Ordinary Share Scheme expected
to be on Friday, 11 December
Finalisation Date announcement in respect of the Ordinary Share
Scheme expected to be released on SENS by no later than 11:00 on Friday, 11 December
Finalisation Date announcement in respect of the Ordinary Share
Scheme expected to be published in the South African press on Monday, 14 December
Expected Ordinary Share Scheme LDT, being the last day to trade
Ordinary Shares on the JSE in order to be recorded in the Register to
receive the Ordinary Share Scheme Consideration, on Monday, 21 December
Suspension of listing of Ordinary Shares on the JSE expected to take
place at the commencement of trade on Tuesday, 22 December
Expected Ordinary Share Scheme Consideration Record Date, being
the date on which Ordinary Share Scheme Participants must be
recorded in the Register to receive the Ordinary Share Scheme
Consideration, by close of trade on Thursday, 24 December
Expected date on which the Ordinary Share Scheme is implemented Monday, 28 December
Ordinary Share Scheme Consideration expected to be paid/posted to
Ordinary Share Scheme Participants who are Certificated Ordinary
Shareholders (provided their Forms of Surrender and Transfer
(orange) and Documents of Title are received on or prior to 12:00 on
the Ordinary Share Scheme Consideration Record Date) on or about Monday, 28 December
Ordinary Share Scheme Participants who are Dematerialised
Ordinary Shareholders expected to have their accounts (held at their
CSDP or broker) credited with the Ordinary Share Scheme
Consideration, on or about Monday, 28 December
Termination of listing of Ordinary Shares on the JSE expected to take
place at the commencement of trade on or about Tuesday, 29 December
If the Ordinary Share Scheme does not become unconditional
and the General Offer is implemented:
General Offer Opening Date Friday, 23 October
Expected finalisation announcement published on SENS on or about Friday, 11 December
Expected finalisation announcement published in the South African
press on Monday, 14 December
Expected date of lodging an application for the termination of listing
of the Ordinary Shares on the JSE on Tuesday, 15 December
Expected last day to trade to take up the General Offer Monday, 21 December
Expected suspension of the listing of the Ordinary Shares at the
commencement of trade on the JSE Tuesday, 22 December
Expected General Offer record date Thursday, 24 December
Expected General Offer Closing Date Forms to be submitted by 12:00 on Thursday, 24 December
Date on which the General Offer Consideration is expected to be sent
by EFT or by cheque to General Offer Participants who are
Certificated Shareholders who have lodged their Form of Acceptance
and Transfer (brown) with the Transfer Secretaries on or prior to the
last day to trade to take up the General Offer, on or about Monday, 28 December
Date on which Dematerialised General Offer Participants are
expected to have their accounts with their broker or CSDP credited
with the General Offer Consideration on or about Monday, 28 December
Expected termination of the listing of the Ordinary Shares at
commencement of trade on the JSE Tuesday, 29 December
Notes:
1. All dates and times may be changed by Indequity (subject to the approval of the JSE and/or the Panel, if
required). The dates have been determined based on certain assumptions regarding the date by which
certain regulatory approvals will have been obtained and that no Court approval or review of the special
resolution required to approve the implementation of the Ordinary Share Scheme will be required. Any
change in the dates and times will be released on SENS and published in the South African press.
2. Ordinary Shareholders should note that, as transactions in Ordinary Shares are settled in the electronic
settlement system used by Strate, settlement of trades takes place three Business Days after such trade.
Therefore, Ordinary Shareholders who acquire Indequity Ordinary Shares after close of trade on Tuesday,
10 November 2020 will not be eligible to vote at the General Meeting of Indequity Shareholders and/or the
Ordinary Share Scheme Meeting.
3. All times given in this document are local times in South Africa.
4. Indequity Ordinary Shares may not be dematerialised or rematerialised after the Ordinary Share Scheme
LDT, which date is expected to be Monday, 21 December 2020.
5. If the Ordinary Share Scheme is approved by an insufficient number of Ordinary Share Scheme Members
at the Ordinary Share Scheme Meeting so that an Ordinary Share Scheme Member may require Indequity
to obtain Court approval of the Ordinary Share Scheme, as contemplated in section 115(3)(a) of the
Companies Act, and an Ordinary Share Scheme Member in fact delivers such a request, the dates and
times set out above in respect of the period after receipt of such request will not be relevant. If this is the
case, Ordinary Shareholders will be notified separately of the applicable dates and times under this
process.
6. If any Ordinary Share Scheme Member who votes against the Ordinary Share Scheme exercises its rights
in accordance with section 115(3)(b) of the Companies Act and applies to Court for a review of the Ordinary
Share Scheme, the dates and times set out above in respect of the period of such application will not be
relevant. If this is the case, Ordinary Shareholders will be notified separately of the applicable dates and
times under this process.
7. If the Ordinary Share Scheme Meeting is adjourned or postponed, Forms of Proxy in respect of the
Ordinary Share Scheme Meeting (yellow) submitted for the initial Ordinary Share Scheme Meeting will
remain valid in respect of any adjournment or postponement of the Ordinary Share Scheme Meeting.
8. The date of payment of the Ordinary Share Scheme Consideration is expected to be Monday, 28 December
2020 in respect of Dematerialised Ordinary Shareholders and Certificated Ordinary Shareholders.
9. The date of payment of the General Offer Consideration, will take place within six Business Days of the later
of the General Offer being declared wholly unconditional and acceptance of the General Offer by the
General Offer Participant and in accordance with paragraph 6.7.6 of the Circular in respect of Certificated
Ordinary Shareholders.
10. Should sufficient Ordinary Shareholders vote against the Ordinary Share Scheme Resolution at the Ordinary
Share Scheme Meeting so that an Ordinary Shareholder may require Indequity to obtain Court approval
regarding the Ordinary Share Scheme Resolution as contemplated in section 115(3)(a) of the Companies
Act, and if an Ordinary Shareholder in fact delivers such a request, the dates and times set out above will
need to be amended. Ordinary Shareholders will be notified separately of the applicable dates and times
under this process.
11. If any Ordinary Shareholder who votes against the Ordinary Share Scheme Resolution exercises its rights
in terms of section 115(3)(b) of the Companies Act and applies to Court for a review of the Ordinary Share
Scheme, the dates and times set out above will need to be amended. Ordinary Shareholders will be notified
separately of the applicable dates and times under this process.
3.2 A Class Preference Share Scheme
2020
Record date to determine which A Class Preference Shareholders
are entitled to receive the Circular Friday, 2 October
Circular distributed to A Class Preference Shareholders and Notices
of the General Meeting of Indequity Shareholders and the A Class
Preference Share Scheme Meeting released on SENS on Wednesday, 7 October
Notices of the General Meeting of Indequity Shareholders and the A
Class Preference Share Scheme Meeting published in the South
African press on Thursday, 8 October
Indequity’s reviewed results for the year ended 30 September 2020
released on SENS Tuesday, 3 November
Last day to trade Indequity A Class Preference Shares in order to be
recorded in the Register to vote at the General Meeting of Indequity
Shareholders and/or the A Class Preference Share Scheme Meeting
(see note 2 below) on Tuesday, 10 November
Record date to be eligible to vote at the General Meeting of Indequity
Shareholders and the record date to be eligible to vote at the A Class
Preference Share Scheme Meeting (being the A Class Preference
Share Scheme Voting Record Date) by close of trade on Friday, 13 November
Last day to lodge Form/s of Proxy in respect of the General Meeting
of Indequity Shareholders (pink) and/or the A Class Preference Share
Scheme Meeting (green) with the Transfer Secretaries by 10:00 on
(alternatively the Form/s of Proxy in respect of the General Meeting
of Indequity Shareholders (pink) and/or the A Class Preference Share
Scheme Meeting (green) may be handed to the chairperson of
relevant meeting immediately before the appointed proxy exercises
any of the Shareholder’s votes thereat) Tuesday, 17 November
Last date and time for A Class Preference Shareholders (but
excluding the holders of the Excluded A Class Preference Shares) to
give notice of their objections to the special resolution approving the
A Class Preference Share Scheme, in terms of section 164(3) of the
Companies Act, by no later than 10:00 on Thursday, 19 November
General Meeting of Indequity Shareholders to be held at 10:00 on Thursday, 19 November
A Class Preference Share Scheme Meeting to be held at 11:00 (or
immediately following the Ordinary Share Scheme Meeting,
whichever is earlier) on Thursday, 19 November
Results of the General Meeting of Indequity Shareholders and the A
Class Preference Share Scheme Meeting released on SENS on Thursday, 19 November
Results of the General Meeting of Indequity Shareholders and the A
Class Preference Share Scheme Meeting published in the South
African press on Friday, 20 November
If the A Class Preference Share Scheme is approved by A Class
Preference Shareholders at the A Class Preference Share Scheme
Meeting with sufficient voting rights such that no A Class Preference
Shareholders may require the Company to obtain Court approval for
the A Class Preference Share Scheme as contemplated in section
115(3)(a) of the Companies Act:
Last date for A Class Preference Shareholders who voted against the
A Class Preference Share Scheme to require the Issuer to seek Court
Approval for the A Class Preference Share Scheme in terms of
section 115(3)(a) of the Companies Act, if at least 15% of the total
votes of A Class Preference Shareholders at the A Class Preference
Share Scheme Meeting were exercised against the A Class
Preference Share Scheme Thursday, 26 November
Last date for an A Class Preference Shareholder who voted against
the A Class Preference Share Scheme to apply to the Court for leave
to apply to Court for a review of the A Class Preference Share
Scheme in terms of section 115(3)(b) of the Companies Act on Thursday, 3 December
Last date for Indequity to give notice of the adoption of the special
resolution approving the A Class Preference Share Scheme to
Dissenting A Class Preference Shareholders objecting to the special
resolution, in terms of section 164(4) of the Companies Act, on Thursday, 3 December
If no A Class Preference Shareholders exercise their rights in terms
of section 115(3)(b) of the Companies Act:
Finalisation Date in respect of the A Class Preference Share Scheme
expected to be on Friday, 11 December
Finalisation Date announcement in respect of the A Class Preference
Share Scheme expected to be released on SENS by no later than
11:00 on Friday, 11 December
Finalisation Date announcement in respect of the A Class Preference
Share Scheme expected to be published in the South African press on Monday, 14 December
Expected A Class Preference Share Scheme LDT, being the last day
to trade A Class Preference Shares in order to be recorded in the
Register to receive the A Class Preference Share Scheme
Consideration, on Monday, 21 December
Expected A Class Preference Share Scheme Consideration Record
Date, being the date on which A Class Preference Share Scheme
Participants must be recorded in the Register to receive the A Class
Preference Share Scheme Consideration, by close of trade on Thursday, 24 December
Expected date on which the A Class Preference Share Scheme is
implemented Monday, 28 December
A Class Preference Share Scheme Consideration expected to be
paid/posted to A Class Preference Share Scheme Participants who
are Certificated Shareholders (provided their Forms of Surrender and
Transfer (grey) and Documents of Title are received on or prior to
12:00 on the A Class Preference Share Scheme Consideration
Record Date) on or about Monday, 28 December
Notes:
1. All dates and times may be changed by Indequity (subject to the approval of the JSE and/or the Panel, if
required). The dates have been determined based on certain assumptions regarding the date by which
certain regulatory approvals will have been obtained and that no Court approval or review of the special
resolution required to approve the implementation of the A Class Preference Share Scheme will be
required. Any change in the dates and times will be released on SENS and published in the South African
press.
2. A Class Preference Shareholders who acquire Indequity A Class Preference Shares after close of trade
on Tuesday, 10 November 2020 will not be eligible to vote at the General Meeting of Indequity
Shareholders and/or the A Class Preference Share Scheme Meeting.
3. All times given in this document are local times in South Africa.
4. If the A Class Preference Share Scheme is approved by an insufficient number of A Class Preference
Share Scheme Members at the A Class Preference Share Scheme Meeting so that an A Class Preference
Share Scheme Member may require Indequity to obtain Court approval of the A Class Preference Share
Scheme, as contemplated in section 115(3)(a) of the Companies Act, and an A Class Preference Share
Scheme Member in fact delivers such a request, the dates and times set out above in respect of the period
after receipt of such request will not be relevant. If this is the case, A Class Preference Shareholders will
be notified separately of the applicable dates and times under this process.
5. If any A Class Preference Share Scheme Member who votes against the A Class Preference Share
Scheme exercises its rights in accordance with section 115(3)(b) of the Companies Act and applies to
Court for a review of the A Class Preference Share Scheme, the dates and times set out above in respect
of the period of such application will not be relevant. If this is the case, A Class Preference Shareholders
will be notified separately of the applicable dates and times under this process.
6. If the A Class Preference Share Scheme Meeting is adjourned or postponed, Forms of Proxy in respect of
the A Class Preference Share Scheme Meeting (green) submitted for the initial A Class Preference Share
Scheme Meeting will remain valid in respect of any adjournment or postponement of the A Class
Preference Share Scheme Meeting.
3.3 B Class Preference Share Scheme 2020
Record date to determine which B Class Preference Shareholders
are entitled to receive the Circular Friday, 2 October
Circular distributed to B Class Preference Shareholders and Notices
of the General Meeting of Indequity Shareholders and the B Class
Preference Share Scheme Meeting released on SENS on Wednesday, 7 October
Notices of the General Meeting of Indequity Shareholders and the B
Class Preference Share Scheme Meeting published in the South
African press on Thursday, 8 October
Indequity’s reviewed results for the year ended 30 September 2020
released on SENS Tuesday, 3 November
Last day to trade Indequity B Class Preference Shares in order to be
recorded in the Register to vote at the General Meeting of Indequity
Shareholders and/or the B Class Preference Share Scheme Meeting
(see note 2 below) on Tuesday, 10 November
Record date to be eligible to vote at the General Meeting of Indequity
Shareholders and the record date to be eligible to vote at the B Class
Preference Share Scheme Meeting (being the B Class Preference
Share Scheme Voting Record Date) by close of trade on Friday, 13 November
Last day to lodge Form/s of Proxy in respect of the General Meeting
of Indequity Shareholders (pink) and/or the B Class Preference Share
Scheme Meeting (lime) with the Transfer Secretaries by 10:00 on
(alternatively the Form/s of Proxy in respect of the General Meeting
of Indequity Shareholders (pink) and/or the B Class Preference Share
Scheme Meeting (lime) may be handed to the chairperson of relevant
meeting immediately before the appointed proxy exercises any of the
Shareholder’s votes thereat) Tuesday, 17 November
Last date and time for Indequity B Class Preference Shareholders
(but excluding the holders of the Excluded B Class Preference
Shares) to give notice of their objections to the special resolution
approving the B Class Preference Share Scheme, in terms of section
164(3) of the Companies Act, by no later than 10:00 on Thursday, 19 November
General Meeting of Indequity Shareholders to be held at 10:00 on Thursday, 19 November
B Class Preference Share Scheme Meeting to be held at 11:30 (or
immediately following the A Class Preference Share Scheme
Meeting, whichever is earlier) on Thursday, 19 November
Results of the General Meeting of Indequity Shareholders and the B
Class Preference Share Scheme Meeting released on SENS on Thursday, 19 November
Results of the General Meeting of Indequity Shareholders and the B
Class Preference Share Scheme Meeting published in the South
African press on Friday, 20 November
If the B Class Preference Share Scheme is approved by B Class
Preference Shareholders at the B Class Preference Share Scheme
Meeting with sufficient voting rights such that no B Class Preference
Shareholders may require the Company to obtain Court approval for
the B Class Preference Share Scheme as contemplated in section
115(3)(a) of the Companies Act:
Last date for B Class Preference Shareholders who voted against the
B Class Preference Share Scheme to require the Issuer to seek Court
Approval for the B Class Preference Share Scheme in terms of
section 115(3)(a) of the Companies Act, if at least 15% of the total
votes of B Class Preference Shareholders at the B Class Preference
Share Scheme Meeting were exercised against the B Class
Preference Share Scheme Thursday, 26 November
Last date for a B Class Preference Shareholder who voted against
the B Class Preference Share Scheme to apply to the Court for leave
to apply to Court for a review of the B Class Preference Share
Scheme in terms of section 115(3)(b) of the Companies Act on Thursday, 3 December
Last date for Indequity to give notice of the adoption of the special
resolution approving the B Class Preference Share Scheme to
Dissenting B Class Preference Shareholders objecting to the special
resolution, in terms of section 164(4) of the Companies Act, on Thursday, 3 December
If no B Class Preference Shareholders exercise their rights in terms
of section 115(3)(b) of the Companies Act:
Finalisation Date in respect of the B Class Preference Share Scheme
expected to be on Friday, 11 December
Finalisation Date announcement in respect of the B Class Preference
Share Scheme expected to be released on SENS by no later than
11:00 on Friday, 11 December
Finalisation Date announcement in respect of the B Class Preference
Share Scheme expected to be published in the South African press on Monday, 14 December
Expected B Class Preference Share Scheme LDT, being the last day
to trade B Class Preference Shares in order to be recorded in the
Register to receive the B Class Preference Share Scheme
Consideration, on Monday, 21 December
Expected B Class Preference Share Scheme Consideration Record
Date, being the date on which B Class Preference Share Scheme
Participants must be recorded in the Register to receive the B Class
Preference Share Scheme Consideration, by close of trade on Thursday, 24 December
Expected date on which the B Class Preference Share Scheme is
implemented Monday, 28 December
B Class Preference Share Scheme Consideration expected to be
paid/posted to B Class Preference Share Scheme Participants who
are Certificated Shareholders (provided their Forms of Surrender and
Transfer (violet) and Documents of Title are received on or prior to
12:00 on the B Class Preference Share Scheme Consideration Monday, 28 December
Record Date) on or about
Notes:
1. All dates and times may be changed by Indequity (subject to the approval of the JSE and/or the Panel, if
required). The dates have been determined based on certain assumptions regarding the date by which
certain regulatory approvals will have been obtained and that no Court approval or review of the special
resolution required to approve the implementation of the B Class Preference Share Scheme will be
required. Any change in the dates and times will be released on SENS and published in the South African
press.
2. B Class Preference Shareholders who acquire Indequity B Class Preference Shares after close of trade
on Tuesday, 10 November 2020 will not be eligible to vote at the General Meeting of Indequity
Shareholders and/or the B Class Preference Share Scheme Meeting.
3. All times given in this document are local times in South Africa.
4. If the B Class Preference Share Scheme is approved by an insufficient number of B Class Preference
Share Scheme Members at the B Class Preference Share Scheme Meeting so that a B Class Preference
Share Scheme Member may require Indequity to obtain Court approval of the B Class Preference Share
Scheme, as contemplated in section 115(3)(a) of the Companies Act, and a B Class Preference Share
Scheme Member in fact delivers such a request, the dates and times set out above in respect of the period
after receipt of such request will not be relevant. If this is the case, B Class Preference Shareholders will
be notified separately of the applicable dates and times under this process.
5. If any B Class Preference Share Scheme Member who votes against the B Class Preference Share
Scheme exercises its rights in accordance with section 115(3)(b) of the Companies Act and applies to
Court for a review of the B Class Preference Share Scheme, the dates and times set out above in respect
of the period of such application will not be relevant. If this is the case, B Class Preference Shareholders
will be notified separately of the applicable dates and times under this process.
6. If the B Class Preference Share Scheme Meeting is adjourned or postponed, Forms of Proxy in respect of
the B Class Preference Share Scheme Meeting (lime) submitted for the initial B Class Preference Share
Scheme Meeting will remain valid in respect of any adjournment or postponement of the B Class
Preference Share Scheme Meeting.
The board of directors of the Company, individually and collectively, accepts full responsibility for the
accuracy of the information contained in this announcement. In addition, the board of directors of the
Company certifies that, to the best of its knowledge and belief, the information contained in this
announcement pertaining to the Company is true and does not omit any facts that would be likely to affect
the importance of any information contained herein, and that all reasonable enquiries to ascertain such
information has been made.
Johannesburg
7 October 2020
Corporate Advisor and Sponsor to Indequity
Merchantec Capital
Date: 07-10-2020 03:35:00
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 
