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Posting of Circular and Notice Convening the General Meeting
Mettle Investments Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2008/002061/06)
JSE share code: MLE
ISIN: ZAE000257622
("Mettle” or "the Company")
Genfin Holdings Proprietary Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2015/358979/07)
("Genfin” or "the Offeror")
POSTING OF CIRCULAR AND NOTICE CONVENING THE GENERAL MEETING
1. Introduction
Shareholders are referred to the announcement released on SENS by Mettle and Genfin on
6 February 2020 in which Shareholders were advised that the Company had entered into an
implementation agreement with Genfin and its concert parties in terms of which Genfin shall make
an offer to acquire all of the issued Shares of the Company that it does not own, other than the
Shares held by certain Shareholders holding, in aggregate, 157 320 450 Shares, by way of a
scheme of arrangement (“the Scheme”). The Scheme will be implemented in accordance with
sections 114 and 115 of the Companies Act, No. 71 of 2008, as amended (“the Companies Act”).
2. Posting of Circular
Shareholders are advised that a circular setting out the terms and conditions of the Scheme
(“Circular”) and containing, inter alia, a notice of general meeting (“the General Meeting”) has
been posted to Shareholders today, 4 March 2020. The Circular is also available on Mettle's
website at https://mettleinvestments.com/investor-information/circulars.
Shareholders are advised to consult the Circular for further information regarding the Scheme and
other related matters
3. Notice Convening the General Meeting
Notice is hereby given that the General Meeting will be held at the registered offices of Mettle, 1st
Floor, FedGroup Place, Willie van Schoor Avenue, Bellville, 7530, South Africa at 12:00 on
Thursday, 2 April 2020 (or any other adjourned or postponed date and time in accordance with the
provisions of section 64(11) of the Companies Act and the memorandum of incorporation of the
Company, as read with the Listings Requirements of the JSE Limited) to consider and, if deemed
fit, pass the resolutions required to authorise and effect the implementation of the Scheme.
4. Important Dates and Times
The important dates and times in relation to the Scheme are set out in the table below. Words and
expressions in the table and the notes thereto shall have the same meanings as assigned to them
in the Circular.
2020
Record date for Shareholders to be recorded in the Register in order Friday, 28 February
to be entitled to receive the Circular
Posting of the Circular to Shareholders and Notice convening Wednesday, 4 March
General Meeting released on SENS
LDT to be eligible to attend and vote at the General Meeting Tuesday, 24 March
Record date to be eligible to attend and vote at the General Meeting Friday, 27 March
(Voting Record Date)
Last day to lodge Forms of Proxy in respect of the General Meeting Tuesday, 31 March
by 12:00 on
Last date for Shareholders to give Notice of Objection by no later Thursday, 2 April
than 12:00 on
General Meeting to be held at 12:00 on Thursday, 2 April
Results of General Meeting published on SENS Friday, 3 April
If the Scheme is approved at the General Meeting by Mettle Shareholders with sufficient voting rights:
Last day for Shareholders who voted against the Scheme Resolution Thursday, 9 April
to require the Company 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 General Meeting were
exercised against the Scheme) (if applicable), on
Last day on which Shareholders who voted against the Scheme Monday, 20 April
Resolution can make application to Court in terms of section
115(3)(b) of the Companies Act, on
Last date for the Company to give Notice of Adoption on Monday, 20 April
Last date for Dissenting Shareholders, by reason of adoption of the 20 Business Days after
Scheme Resolution, to make Valid Appraisal Demands Notice of Adoption
issued
The following dates assume that no Court approval or review of the Scheme in terms of
section 115(3) of the Companies Act is required and that all Conditions Precedent (save
for the Condition Precedent in respect of receipt of unconditional approval from the TRP
in terms of a compliance certificate or exemption to be issued in terms of the Companies
Act in relation to the Scheme) are fulfilled or, where applicable, waived and will be
confirmed in the finalisation announcement if the Scheme becomes unconditional:
Finalisation announcement expected to be published on SENS Friday, 24 April
Expected Scheme LDT to be recorded in the Register on the Scheme Tuesday, 5 May
Record Date on
Expected date of suspension of listing of Shares on the Alt x of the Wednesday, 6 May
JSE on
Scheme Record Date to receive settlement of the Scheme Friday, 8 May
Consideration in terms of the Scheme on
Expected Operative Date on Monday, 11 May
Dematerialised Scheme Participants expected to have their accounts Monday, 11 May
held at their Broker or CSDP debited with the Scheme Consideration on
Expected date of settlement of the Scheme Consideration to be paid Monday, 11 May
electronically or posted by cheque to certificated Scheme
Participants on
Expected date of the termination of listing of the Shares on the Altx Tuesday, 12 May
of the JSE at the commencement of trade on
Notes:
1. All dates and times in respect of the Scheme are subject to change. Any such change will
be released on SENS.
Cape Town
4 March 2020
Joint Corporate Advisor and Transaction Designated Joint Corporate Advisor
Advisor
Questco Proprietary Limited Mettle Corporate Finance Proprietary Limited
Legal Advisor to the Company Legal Advisor to the Offeror
Cliffe Dekker Hofmeyr Inc Edward Nathan Sonnenbergs Inc t/a ENSafrica
Independent Expert
Nodus Capital Proprietary Limited
Date: 04-03-2020 04:31:00
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