Wrap Text
Posting of scheme circular and salient dates and times in respect of the delisting
KAYDAV GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2006/038698/06)
JSE share code: KDV ISIN: ZAE000108940
(“KayDav” or “the Group” or “the Company”)
POSTING OF SCHEME CIRCULAR AND SALIENT DATES AND TIMES IN RESPECT OF THE
DELISTING
1. Posting of scheme circular and notice of scheme meeting
Shareholders are referred to the firm intention announcement released on SENS on 27 November 2020 wherein
KayDav shareholders were advised that in order to give effect to the delisting of KayDav from the main board of
the JSE (“the delisting”), the KayDav board of directors ( “the KayDav Board”) had resolved that the Company
should repurchase the entire issued share capital of KayDav, other than the shares held by the excluded
shareholders, to be effected by way of a scheme of arrangement in terms of section 114(1)(c) of the Companies
Act, No. 71 of 2008, as amended (“the Companies Act”) (read with section 115 of the Companies Act).
KayDav has, on Wednesday, 9 December 2020, distributed a circular (“the circular”) to its shareholders relating
to the delisting by way of a scheme of arrangement in terms of section 114(1)(c) of the Companies Act, between
KayDav and KayDav shareholders (“the scheme”) and the manner in which the scheme and delisting will be
implemented.
Copies of the circular are available on the Company’s website at www.kaydav.co.za. Due to the lockdown
restrictions imposed as a result of the COVID-19 pandemic, shareholders will not be able to obtain any copies of
the circular from the offices of KayDav.
A scheme meeting of KayDav shareholders will be held at 10:00 am on Wednesday, 20 January 2021 at
105 Bamboesvlei Road, Ottery, Cape Town, 7800, for the purpose of considering and, if deemed fit, passing, with
or without modification, the resolutions required to approve, inter alia, the scheme (“the scheme meeting”). In
light of the guidance from the South African Government regarding the need for social distancing, as a result of
the COVID-19 pandemic, shareholders are encouraged to make use of proxies for purposes of voting at the
scheme meeting. In the event of a future regulations or directives or preventative measures relating to COVID-
19, shareholders or their proxies may be prevented from attending the scheme meeting in person. In such
circumstances, KayDav may determine, by way of notice to shareholders published on SENS and in the South
African press by no later than 10 (ten) business days prior to the scheme meeting, that the scheme meeting will
take place entirely by electronic means and/or that shareholders or their proxies will be entitled to vote
electronically, which notice will include details and instructions of such arrangement.
2. Opinions and recommendations of the independent board
The independent board of KayDav, comprising Shane van Niekerk, Boitumelo Tlhabanelo and Frank Davidson
(“the independent board”) appointed Nodus Capital TS Proprietary Limited (“Nodus”) to provide the
independent board with its opinion as to whether the terms of the scheme are fair and reasonable to KayDav
shareholders, in accordance with the requirements of Chapter 5 of the regulations promulgated in terms of the
Companies Act.
Nodus has delivered to the independent board its opinion that, as at the date of issue of its opinion, the scheme
consideration is fair and reasonable to KayDav shareholders.
The independent board, having considered the terms of the scheme and, inter alia, the opinion of Nodus, is of the
view that the scheme consideration is fair and reasonable to shareholders.
3. Salient dates and times
The salient dates and times in relation to the scheme and its implementation are as follows:
2020
Record date to determine which KayDav shareholders are entitled to receive the
circular Friday, 27 November
Circular together with the accompanying notice convening the scheme meeting,
form of proxy and form of election, surrender and transfer posted to KayDav
shareholders on Wednesday, 9 December
Announcement relating to the issue of the circular (together with the notice of the
scheme meeting) released on SENS on Wednesday, 9 December
Announcement relating to the issue of the circular (together with the notice of the
scheme meeting) published in the press on Thursday, 10 December
2021
Last date to trade in KayDav shares on the JSE in order to be recorded on the register
to vote at the scheme meeting on Tuesday, 12 January
Record date to be eligible to vote at the scheme meeting, being the voting record
date, by the close of trade on Friday, 15 January
Last date and time to lodge forms of proxy in respect of the scheme meeting with
the transfer secretaries by 10:00 on (alternatively, the form of proxy may be handed
to the chairperson of the scheme meeting at any time prior to the commencement of
the scheme meeting or prior to voting on any resolution to be proposed at the scheme
meeting) Monday, 18 January
Last date and time for KayDav shareholders to give notice of their objections to the
special resolution approving the scheme in terms of section 164(3) of the
Companies Act by no later than 10:00 on Wednesday, 20 January
The scheme meeting held at 10:00 on Wednesday, 20 January
Results of the scheme meeting released on SENS on Wednesday, 20 January
Results of the scheme meeting published in the press on Thursday, 21 January
If the scheme is approved by KayDav shareholders at the scheme meeting with sufficient voting rights such that
no shareholder may require the company to obtain court approval for the scheme as contemplated in section
115(3)(a) of the Companies Act:
Last date for shareholders who voted against the scheme to require KayDav to seek
court approval for the scheme in terms of section 115(3)(a) of the Companies Act,
if at least 15% of the total votes of shareholders at the scheme meeting were
exercised against the scheme
Wednesday, 27 January
Last date on which KayDav shareholders can make application to the court in terms
of section 115(3)(b) of the Companies Act on
Wednesday, 3 February
Last date for KayDav to give notice of adoption of the special resolution approving
the scheme to KayDav shareholders objecting to the special resolution on
Wednesday, 3 February
If no KayDav shareholders exercise their rights in terms of section 115(3)(a) or section 115(3)(b) of the
Companies Act:
Finalisation date expected to be on Tuesday, 9 February
Expected date all scheme conditions are fulfilled and the finalisation announcement
released on SENS by 11:00 on Tuesday, 9 February
Finalisation date announcement expected to be published in the press on Wednesday, 10 February
Expected last date to trade in KayDav shares on the JSE in order to be recorded on
the register on the scheme record date to receive the scheme consideration on Tuesday, 16 February
Expected date of the suspension of listing of KayDav shares on the JSE at the
commencement of trade on Wednesday, 17 February
Expected scheme record date on which KayDav shareholders must be recorded in
the register to receive the scheme consideration by close of trade on Friday, 19 February
Expected operative date of the scheme on Monday, 22 February
Expected implementation date, being the date on which the scheme consideration
will be transferred to scheme participants (provided their form of election, surrender
and transfer and documents of title are received on or before 12:00 on the scheme
record date) Monday, 22 February
Expected date on which dematerialised shareholders who are scheme participants
will receive the scheme consideration Monday, 22 February
Expected termination of listing of KayDav shares on the JSE at the commencement
of trade on or about Tuesday, 23 February
Notes:
1. All times given in this document are local times in South Africa and may be changed by KayDav (subject to the approval of the
JSE and/or the TRP, if required). The dates have been determined based on certain assumptions regarding the date by which certain
shareholder and regulatory approvals will be obtained and that no court approval or review of the scheme resolution will be
required. Any change in the dates and times will be released on SENS and published in the press.
2. A form of proxy not lodged with the transfer secretaries may be handed to the chairperson of the scheme meeting at any time prior
to the commencement of the scheme meeting or prior to voting on any resolution to be proposed at the scheme meeting.
3. If the scheme meeting is adjourned or postponed, a form of proxy submitted for the initial scheme meeting will remain valid in
respect of any adjournment or postponement of the scheme meeting, unless it is withdrawn.
4. If the scheme meeting is adjourned or postponed then forms of proxy that have not yet been submitted should be lodged with the
transfer secretaries by no later than two business days before the adjourned or postponed scheme meeting but may nonetheless be
handed to the chairperson of the adjourned or postponed scheme meeting at any time prior to the commencement of the adjourned
or postponed scheme meeting or prior to voting on any resolution to be proposed at the adjourned or postponed scheme meeting.
5. KayDav shareholders should note that as transactions in shares are settled in the electronic settlement system used by Strate,
settlement of trades takes place three business days after such trades. Therefore, KayDav shareholders who acquire KayDav shares
after close of trade on Tuesday, 12 January 2021 will not be eligible to vote at the scheme meeting.
6. No dematerialisation and rematerialisation of KayDav shares may take place between Wednesday, 13 January 2021 and Friday,
15 January 2021, both days inclusive.
7. If the scheme is approved by such number of KayDav shareholders at the scheme meeting so that a KayDav shareholder may
require KayDav to obtain court approval of the scheme as contemplated in section 115(3)(a) of the Companies Act, and if an
KayDav shareholder in fact delivers such a request, the dates and times set out above will require amendment. KayDav shareholders
will be notified separately of the applicable dates and times under this process.
8. If any KayDav shareholder who votes against the scheme exercises its rights in terms of section 115(3)(b) of the Companies Act
and applies to court for a review of the scheme, the dates and times set out above will require amendment. KayDav shareholders
will be notified separately of the applicable dates and times under this process.
9. No dematerialisation and rematerialisation of KayDav shares may take place after Wednesday, 17 February 2021.
4. The independent board and KayDav Board responsibility statement
The independent board and KayDav Board (to the extent that the information relates to KayDav) collectively and
individually accept responsibility for the information contained in this announcement and certify that, to the best
of their knowledge and belief, the information contained in this announcement relating to KayDav is true and this
announcement does not omit anything that is likely to affect the import of such information.
9 December 2020
Corporate advisor and sponsor
Java Capital
Independent expert
Nodus Capital
Date: 09-12-2020 03:10:00
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