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: ZAE000257739)
(“Etion” or “the Company” or “the Group’’)
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
INTRODUCTION
Etion Shareholders are referred to the firm intention announcement released on SENS on
29 November 2022 (“Firm Intention Announcement”), wherein Shareholders were advised
that following the successful conclusion of the Company’s strategic plan to unlock shareholder
value, the Etion Board resolved to proceed with the Scheme. In terms of the Scheme, Etion
will repurchase all the ordinary shares held by Shareholders (but for the Remaining
Shareholder), by way of a scheme of arrangement in terms of sections 114 and 115 of the
Companies Act and paragraph 5.69 of the JSE Listings Requirements, for a cash scheme
consideration of 55.58 cents per Scheme Share, and be delisted from the JSE following the
implementation of the Scheme.
All capitalised terms used but not defined in this announcement shall bear the meanings
ascribed to them in the Firm Intention Announcement, read together with the Circular.
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
A Circular containing full details of the Scheme, will be distributed to shareholders today,
Friday, 2 December 2022. The Circular also incorporates a notice convening a General
Meeting of Shareholders 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 9:00 on
Wednesday, 4 January 2023, to consider and, if deemed fit, to pass, with or without
modification, the requisite resolutions required for the Scheme.
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
designated adviser, PSG Capital, from Friday, 2 December 2022 until
Wednesday, 4 January 2023 (both days inclusive). A copy of the Circular will also be available
on the Company’s website (www.etion.co.za).
SALIENT DATES AND TIMES
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, 25 November, 2022
Circular incorporating the Notice of General Meeting and
Form of Proxy (grey), distributed to Shareholders on Friday, 2 December, 2022
Announcement of distribution of Circular and notice
convening the General Meeting released on SENS on Friday, 2 December, 2022
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, 20 December, 2022
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, 23 December, 2022
For administrative reasons, Forms of Proxy (grey) in
respect of the General Meeting to be received by the
Transfer Secretaries by no later than 09:00 on Friday, 30 December, 2022
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
Scheme by 09:00 on Wednesday, 4 January, 2023
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, 4 January, 2023
General Meeting held at 09:00 on Wednesday, 4 January, 2023
Results of the General Meeting published on SENS on Wednesday, 4 January, 2023
If the Scheme is approved by Exiting 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, 11 January, 2023
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, 18 January, 2023
Last date for Etion to send objecting Shareholders
notices of the adoption of the Special Resolution
approving the Scheme, in terms of section 164 of the
Companies Act, on Wednesday, 18 January, 2023
Assuming that all the Scheme Conditions are fulfilled
or waived (to the extent legally permissible) and that
neither court approvals nor the review of the Scheme
is required:
Receipt of the Takeover Panel Compliance Certificate in Once all of the Conditions
respect of the Scheme Precedent to the Disposal
have been fulfilled or waived,
expected to be on or about 18
January, 2023
Finalisation announcement expected to be published on
SENS Wednesday, 18 January, 2023
Scheme Last Day to Trade expected to be on Tuesday, 31 January, 2023
Trading in Scheme Shares on the JSE expected to be
suspended from commencement of trade on or about Wednesday, 1 February, 2023
Scheme Consideration Record Date to be recorded in
the Register in order to receive the Scheme
Consideration expected to be on Friday, 3 February, 2023
Scheme Implementation Date expected to be on Monday, 6 February, 2023
Scheme Consideration payment to Dematerialised
Shareholders expected to take place on Monday, 6 February, 2023
Scheme Consideration payment to Certificated
Shareholders (assuming timely surrender of Documents
of Title and duly completed Forms of Surrender)
expected to be on Monday, 6 February, 2023
Termination of listing of Scheme Shares on the JSE
expected to be at commencement of trade on or about Tuesday, 7 February, 2023
Notes:
1. The above dates and times are subject to amendment at the discretion of Etion, with the
approval (where required) of the Takeover Panel and 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, 20 December 2022 will not be eligible to electronically attend,
participate in and vote at the General Meeting.
3. Shareholders who wish to exercise their Appraisal Rights are referred to Annexure 2 to
the Circular for purposes of determining the relevant timing for the exercise of their
Appraisal Rights.
4. Shareholders who wish to exercise their right in terms of section 115(3) of the Companies
Act, to require the approval of a court for the Scheme, should refer to Annexure 2 to the
Circular which includes an extract of section 115 of the Companies Act. Should
Shareholders exercise their rights in terms of section 115(3) of the Companies Act, the
dates and times set out above may change, in which case an updated timetable will be
released on SENS.
5. Dematerialised Shareholders, other than those with Own-name Registration, must
provide their CSDP or Broker with their instructions for voting at the General Meeting by
the cut-off time and date stipulated by their CSDP or Broker in terms of their respective
Custody Agreements between them and their CSDP or Broker.
6. Share certificates may not be Dematerialised or re-materialised between
Tuesday, 31 January 2023 and Friday, 03 February 2023, both days inclusive.
7. The Circular provides for an agterskot payment of the Contingent Amounts to be made
to Shareholders following the Delisting and the Retention Period, to the extent such
amounts become due and payable and are received by Etion.
8. 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.
9. Although the salient dates and times are stated to be subject to change, such statement
may not be regarded as consent or dispensation for any change to time periods which
may be required in terms of the Companies Act, the Companies Regulations and the JSE
Listings Requirements, where applicable, and any such consents or dispensations must
be specifically applied for and granted.
10. All dates and times indicated above are South African Standard Time.
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.
The Board individually and collectively accepts full responsibility for the accuracy of the
information contained in this announcement. In addition, the 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.
2 December 2022
Transaction Adviser and Designated Adviser
PSG Capital
Date: 02-12-2022 12:45:00
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