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EXL - Excellerate Holdings Limited - Potential de-listing of the company`s
shares from the JSE Limited by way of a pro rata offer to repurchase and
posting of circular incorporating notice of scheme meeting
EXCELLERATE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/009884/06)
JSE code: EXL ISIN: ZAE000026092
("Excellerate" or "the Company")
POTENTIAL DE-LISTING OF THE COMPANY`S SHARES FROM THE JSE LIMITED BY WAY OF A
PRO RATA OFFER TO REPURCHASE AND POSTING OF CIRCULAR INCORPORATING NOTICE OF
SCHEME MEETING
INTRODUCTION
Shareholders are referred to the announcement published over SENS on Monday,
11 June 2012 renewing the cautionary relating to a potential de-listing of the
Company`s shares from the JSE Limited ("JSE").
Shareholders are advised that the Company will be making a pro rata offer to
all Excellerate shareholders to acquire all of their shares in the Company in
terms of section 48 of the Companies Act, 2008 for an offer price of R1.15 per
Excellerate share to be effected by way of a scheme of arrangement in terms of
section 114 of the Companies Act, 2008, whereafter the Company will de-list
from the JSE ("the scheme").
The scheme will afford shareholders an opportunity to monetise their
investment in the Company should they wish to rather than to continue holding
shares in the Company post the de-listing. Similarly, the scheme also affords
shareholders the opportunity to continue holding shares in the Company in an
unlisted environment should they wish to post the de-listing.
TERMS OF THE PRO RATA OFFER TO REPURCHASE UNDER THE SCHEME
The Company will make a pro rata offer to all shareholders to purchase from
Excellerate shareholders all of their Excellerate shares (the "offer").
The offer price is R1.15 per Excellerate share which will be paid in cash. The
independent expert, PKF Corporate Finance (Proprietary) Limited, has issued a
report in which it opines that the terms and conditions of the offer are fair
and reasonable to Excellerate shareholders. The full report will be contained
in the circular to be issued to shareholders on Monday, 2 July 2012.
The offer is subject to fulfilment or waiver (where applicable) of the
following conditions precedent on or before 30 September 2012:
* the scheme becoming unconditional and thus capable of implementation; and
* Excellerate shareholders holding at least 65 million shares accepting or
being deemed to have accepted the offer (which condition is capable of
being waived by the Company in its sole discretion).
The scheme is subject to fulfilment or waiver (where applicable) of the
following conditions precedent on or before 30 September 2012:
- the scheme is approved by a special resolution adopted by the requisite
number of persons in terms of section 115(2)(a) of the Companies Act, 2008
(the "Special Resolution");
- all regulatory approvals and consents necessary in respect of the scheme
being obtained (including but not limited to approvals and consents from the
JSE and the Takeover Regulation Panel);
- no person who voted against the Special Resolution -
* requires the Company to seek court approval in terms of section 115(3)(a) of
the Companies Act, 2008 within 5 business days after the vote; and
* no leave is granted by the court, on an application within 10 business days
after the vote, to any person in terms of section 115(3)(b) of the Companies
Act, 2008 to any such person;
This condition precedent may be waived by the Company on condition that the
court approves this special resolution in terms of section 115(3) of the
Companies Act, 2008;
- within the period prescribed under section 164(7) of the Companies Act, 2008
no valid demands have been received by the Company in terms of such section in
respect of ordinary shares representing more than 5% of the total issued
shares in the Company. This condition precedent may be waived (in whole or in
part) by the Company;
- the de-listing is approved by an ordinary resolution adopted by the
requisite number of persons in terms of paragraph 1.14 of section 1 of the JSE
Listings Requirements.
IRREVOCABLE UNDERTAKINGS
Irrevocable undertakings have been given by certain shareholders holding in
excess of 70% of the voting shares to vote in favour of all resolutions
required to implement the scheme and the delisting. Of the shareholders which
have provided irrevocable undertakings, those holding 124 830 152 Excellerate
shares have undertaken to reject the offer. Accordingly the maximum aggregate
number of shares which may be repurchased by the Company under the offer will
be 100 693 745 Excellerate shares (amounting to a maximum aggregate price
payable by the Company of R115,8 million).
Shareholders which have provided irrevocable undertakings in which certain
directors of the Company have a direct or indirect interest in the shares for
which irrevocable undertakings have been provided are as follows:
Shareholder Director Director`s interest
in Excellerate shares
Sporting Affairs Investments 29 Gordon Hulley 11 000 000
(Proprietary) Limited
Sporting Affairs Investments 29 James Wellsted 9 000 000
(Proprietary) Limited
Buff-Shares (Proprietary) Limited Rudi Stumpf 4 396 642
Stewart B Family Trust Athol Stewart 5 893 019
POSTING OF CIRCULAR AND NOTICE OF SCHEME MEETING
A circular providing further information of the scheme including the offer and
the de-listing and containing a notice of scheme meeting will be posted to
Excellerate shareholders on Monday, 2 July 2012.
A scheme meeting of Excellerate shareholders will be held at 11h00 on Tuesday,
31 July 2012 at 2 Arnold Road, Rosebank, 2196.
IMPORTANT DATES AND TIMES IN RELATION TO THE SCHEME, THE OFFER AND THE
DELISTING
2012
Circular posted to Excellerate shareholders Monday, 2 July
(recorded in the register on Friday, 22 June
2012) and notice convening the scheme meeting
released on SENS on
Notice convening the scheme meeting published in Tuesday, 3 July
the press on
Last day to trade in Excellerate shares in order Friday, 13 July
to be recorded in the register on the voting
record date (see note 2 below) on
Offer opens on Friday, 20 July
Voting record date to vote at the scheme meeting Friday, 20 July
on
Last day for receipt of proxies for the scheme Friday, 27 July
meeting by 11h00 (see note 3 below) on
Last date and time for Excellerate shareholders Tuesday, 31 July
to give notice to Excellerate objecting to the
Special Resolution approving the scheme by 17:00
on
Scheme meeting to be held at 11h00 on Tuesday, 31 July
Results of scheme meeting released on SENS on Tuesday, 31 July
Results of scheme meeting published in the press Wednesday, 1 August
on
Receive compliance certificate from Takeover Wednesday, 1 August
Regulation Panel
Last date for Excellerate to send objecting Wednesday, 1 August
Excellerate shareholders notices of the adoption
of the Special Resolution approving the scheme
If the scheme becomes capable of implementation
Finalisation date expected to be on Thursday, 2 August
Finalisation date announcement expected to be Thursday, 2 August
released on SENS on
Finalisation date announcement expected to be Friday, 3 August
published in the press on
Last day to trade in Excellerate shares in order Friday, 10 August
to participate in the offer (see note 5 below) on
Suspension of listing of Excellerate shares at Monday, 13 August
commencement of trading on
Offer price record date and offer closes, being Friday, 17 August
the date on which Excellerate shareholders
recorded in the register who have elected to
accept the offer (or who have made no election
and thus are deemed to have elected to accept the
offer) will receive the offer price, by close of
trading on
Expected implementation date of the scheme on Monday, 20 August
Offer price posted to certificated shareholders Monday, 20 August
(if documents of title are received on or prior
to 12:00 on the offer price record date) on or
about
Dematerialised shareholders accounts (held at Monday, 20 August
their CSDP or broker) credited with the offer
price on
Expected termination of listing of Excellerate Tuesday, 21 August
shares on the JSE at the commencement of trading
on or about
Notes
1. All dates and times are subject to change. Any change will be released on
SENS and published in the press.
2. Excellerate shareholders should note that as transactions in shares are
settled in the electronic settlement system used by Strate, settlement of
trades takes place five business days after such trade. Therefore persons
who acquire Excellerate shares after the voting last day to trade will
not be eligible to vote at the scheme meeting, but will, provided the
scheme is approved and they acquire the Excellerate shares on or prior to
the last day to trade in Excellerate shares in order to participate in
the offer, participate in the offer.
3. If a form of proxy is not received by the time and date shown above or
not less than 48 hours before recommencement of any adjourned or
postponed scheme meeting, it may be handed to the Chairman of the scheme
meeting not later than ten minutes before the scheme meeting is due to
commence or recommence.
4. All times given in this announcement are local times in South Africa.
5. Excellerate share certificates may not be dematerialised or
rematerialised after the offer price last day to trade.
PROHIBITED PERIOD AND CAUTIONARY
Shareholders are advised that the Company will be entering a financial closed
period from 30 June 2012 up to the date upon which the annual financial
results for the year ending 30 June 2012 are published, which is expected to
be not later than 30 September, 2012. Accordingly, the general meeting at
which the resolutions proposing approval of the scheme and the delisting will
be considered and the closing date of the offer for the purpose of a
shareholder`s election to accept or reject the offer may take place during
such closed period.
In this regard shareholders are advised that the company will, at an
appropriate time and as close in time as is reasonably possible prior to the
commencement of the offer period and in any event within 48 hours of the
commencement of the offer period, publish:
* a material change statement (as contemplated in paragraph 7.E.10 of the
JSE Listings Requirements) describing any material change in the
financial or trading position of the company and its subsidiaries that
has occurred since the end of its last reported financial period, or an
appropriate negative statement.
* a trading estimate of the financial performance of the company for the
period ended 30 June 2012.
Shareholders are advised to continue to exercise caution when dealing in their
shares until such time as the circular, together with all relevant information
has been issued to shareholders, being Monday, 2 July 2012.
29 June 2012
Corporate advisor and transaction sponsor
Java Capital
Attorneys
Malan Scholes Inc.
Independent expert
PKF Corporate Finance (Proprietary) Limited
Reporting accountants
KPMG Inc.
Date: 29/06/2012 16:56:14 Supplied by www.sharenet.co.za
Produced by the JSE SENS Department.
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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,
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