Wrap Text
Distribution of Circular and Notice of General Meeting
AFRICAN EQUITY EMPOWERMENT INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1996/006093/06)
ISIN: ZAE000195731
Share code: AEE
("AEEI" or “the Company”)
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
1. INTRODUCTION
AEEI Shareholders are referred to the firm intention announcement released by AEEI on SENS on
Monday, 6 March 2023, and to the subsequent market updates released on SENS on Friday, 31 March
2023, Thursday, 13 April 2023 and Thursday, 4 May 2023 (“Announcements”), relating to the unbundling
of AEEI’s entire shareholding in AYO to AEEI Shareholders (“Unbundling”), by way of a pro rata
distribution in specie in the ratio of 1 AYO Share for every 2.89 AEEI Shares held on the Unbundling record
date.
The Unbundling constitutes a proposal to dispose of the greater part of the assets of AEEI in terms of
section 112 of the Companies Act and is, accordingly, subject to various provisions of the Companies Act
and the Companies Regulations.
Unless expressly defined in this announcement, capitalised terms herein have the meaning given to
them in the Announcements.
2. DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
Shareholders are hereby advised that a circular containing full details of the Unbundling (“Circular”) has
been distributed today, 1 June 2023, to Shareholders of AEEI that were recorded as such on the
Company’s register of Shareholders (“Register”) as at Friday, 26 May 2023. The Circular incorporates,
inter alia, the report prepared by the Independent Expert on the Unbundling and a notice convening a
general meeting of Shareholders of AEEI (“General Meeting”)
The Circular is also available on AEEI’S website at https://aeei.co.za/investor-relations/notices/.
3. NOTICE OF GENERAL MEETING
Notice is hereby given that the General Meeting will be held at 10:00 on Friday, 30 June 2023, to be
conducted by and accessible to Shareholders through electronic communication as envisaged in section
63(2)(a) of the Companies Act, the JSE Listings Requirements and clause 21 of the memorandum of
incorporation of the Company, in order to consider and, if deemed fit, to approve, with or without
modification, the resolutions set out in the notice of General Meeting (“Notice”) required to implement the
Unbundling.
Shareholders are referred to the section commencing on page 2 of the Circular entitled “Action required
by AEEI Shareholders” which sets out the details regarding electronic participation at the General Meeting.
4. SALIENT DATES AND TIMES
Shareholders are referred to the table below setting out the salient dates and times in relation to the
Unbundling.
Capitalised terms set out in this paragraph 4 that are not otherwise defined, bear the meanings ascribed
to them in the Circular.
2023
Record date for AEEI Shareholders to be recorded in the Register in order to
receive the Circular and Notice of General Meeting Friday, 26 May
Circular incorporating the Notice of General Meeting and Form of Proxy (yellow)
distributed to AEEI Shareholders on Thursday, 1 June
Announcement of distribution of Circular and notice convening the General
Meeting published on SENS on Thursday, 1 June
Announcement of distribution of Circular and notice convening the General
Meeting published in the South African press on Friday, 2 June
Last day to trade in AEEI Shares in order to be recorded in the Register to vote
at the General Meeting on Tuesday, 20 June
Record date for AEEI Shareholders to be registered in the Register in order to
be eligible to attend and participate in the General Meeting and to vote thereat,
by close of trade on Friday, 23 June
For administrative purposes, Forms of Proxy (yellow) in respect of the General
Meeting to be lodged at the Transfer Secretaries by 10:00 on Wednesday, 28 June
Last day for AEEI Shareholders to give notice to AEEI objecting, in terms of
section 164(3) of the Companies Act, to the Unbundling to be able to invoke
Appraisal Rights by 10:00 on Friday, 30 June
General Meeting to be held at 10:00 on Friday, 30 June
Results of the General Meeting published on SENS on Friday, 30 June
Results of the General Meeting published in the South African press on Monday, 3 July
Last date on which AEEI Shareholders who voted against the Unbundling may
require AEEI to seek court approval in terms of section 115(3)(a) of the
Companies Act, but only if the Unbundling was opposed by at least 15% of the
voting rights exercised thereon Monday, 10 July
Last date on which AEEI Shareholders who voted against the Unbundling may
make application to the court in terms of section 115(3)(b) of the Companies
Act for leave to apply for a review of the Unbundling Monday, 17 July
Finalisation announcement published on SENS by 11:00 on Tuesday, 18 July
Finalisation announcement published in the South African press on Wednesday, 19 July
Last day to trade AEEI Shares in order to be recorded in the Register to
participate in the Unbundling (“AYO Unbundling LDT”) Tuesday, 25 July
Shares trade ‘ex’ the entitlement to the AYO Distribution Shares Wednesday, 26 July
Announcement in respect of the apportionment of base costs of AEEI and the
cash value of fractional entitlements in relation to the Unbundling for taxation
purposes by 11:00 on Thursday, 27 July
Unbundling record date (“AYO Unbundling Record Date”) Friday, 28 July
Announcement in respect of the closing price after market closes Friday, 28 July
Completion Date - AEEI Shareholder CSDP or broker accounts updated to
reflect the AYO Distribution Shares and payment of fractional entitlement Monday, 31 July
AYO Distribution Shares certificates posted by registered post at the risk of
such certificated AEEI Shareholders on or about Monday, 31 July
Notes:
1. The above dates and times are subject to such changes as may be agreed to and approved by the
TRP and/or the JSE, if required. Any such amendment will be released on SENS and published in the
South African press.
2. AEEI Shareholders should note that as transactions in AEEI Shares are settled in the electronic
settlement system used by Strate, settlement of trades takes place three Business Days after the date
of such trades. Therefore, AEEI Shareholders who acquire AEEI Shares after close of trade on
Tuesday, 20 June 2023, will not be eligible to attend at, participate in and to vote at the General
Meeting.
3. If the General Meeting is adjourned or postponed, the above dates and times will change, but the
Forms of Proxy (yellow) submitted in respect of the initial General Meeting will remain valid in respect
of any adjournment or postponement thereof.
4. AEEI Shareholders who wish to exercise their Appraisal Rights should refer to Annexure 4 to the
Circular for purposes of determining the relevant timing for the exercise of their Appraisal Rights.
5. The exercise of Appraisal Rights may result in changes to the above dates and AEEI Shareholders
will be notified of the applicable dates resulting from any such changes.
6. AEEI 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 Unbundling should refer to Annexure 4 to the Circular which
includes an extract of section 115 of the Companies Act. Should AEEI Shareholders exercise their
rights in terms of section 115(3) of the Companies Act, the dates set out above may change, in which
case an updated timetable will be released on SENS.
7. No dematerialisation or rematerialisation of AEEI Shares may take place from the commencement of
business on the Business Day following the AYO Unbundling LDT up to and including the AYO
Unbundling Record Date. The AYO Unbundling LDT is expected to be on Tuesday, 25 July 2023.
8. Although the salient dates and times are stated to be subject to change, such statement shall 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.
9. All times referred to in the Circular are references to South African Standard Time.
5. RESPONSIBILITY STATEMENT
The Independent Board accepts responsibility for the information in this announcement. To the best of the
Independent Board’s knowledge and belief, the information contained in this announcement is true and
the announcement does not omit anything likely to affect the importance of the information contained
herein.
Cape Town
1 June 2023
Transaction adviser and Sponsor
Vunani Capital Sponsors
Joint Sponsor
Merchantec Capital
Legal adviser
Clyde & Co Incorporated
Date: 01-06-2023 04:00:00
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