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Posting of Circular and Notice of general meeting
IQUAD GROUP LIMITED
Incorporated in the Republic of South Africa
(Registration Number 2004/025177/06)
Share Code: IQG
ISIN: ZAE000101622
("IQuad" or “the Company” or “the Group”)
SASFIN HOLDINGS LIMITED
(Incorporated In the Republic Of South Africa)
(Registration Number 1987/002097/06)
(“Sasfin”)
Ordinary share code: SFN ISIN: ZAE000006565
Preference share code: SFNP ISIN: ZAE000060273
POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING
NO CHANGE STATEMENT
IQuad shareholders ("Shareholders") are referred to the joint
announcement of a firm intention by Sasfin to make a cash
offer to acquire the entire issued share capital of IQuad
("Sasfin Offer"), published on the Securities Exchange News
Service of the JSE Limited ("SENS") on 17 August 2012 by way
of a scheme of arrangement proposed by the board of directors
of IQuad ("Scheme") in terms of section 114(1)(c) of the
Companies Act No. 71 of 2008, as amended ("Companies Act").
Shareholders are hereby advised that a circular containing
details of the Scheme and incorporating a notice of general
meeting ("Circular") will be posted to Shareholders today, 25
September 2012. Shareholders are advised that the completion
of the Scheme is subject to the fulfilment or waiver of
certain conditions precedent set forth in the Circular, and
are advised to review the Circular for the terms and
conditions of the Scheme.
2 NOTICE OF GENERAL MEETING
A general meeting of Shareholders ("General Meeting") will be
held at 29 Scott Street, Waverley, 2090 at 10:00, on
Wednesday, 24 October 2012 for the purpose of considering and,
if deemed fit, passing with or without modification, the
resolutions set out in the notice of the General Meeting
included in the Circular.
3 IMPORTANT DATES AND TIMES
The important dates and times relating to the Scheme
("Timetable") are set out below. Words and expressions in the
Timetable and notes thereto shall have the same meanings as
assigned to them in the Circular.
2012
Circular posted to IQuad shareholders and Tuesday, 25
notice convening the general meeting September
published on SENS
Last day to trade in IQuad shares in order Friday, 12 October
to be recorded in the register to vote at
the scheme meeting (see note 4 below) on
Record date to be eligible to vote at the
scheme meeting by 17:00 on Friday, 19 October
Last day to lodge forms of proxy in Monday, 22 October
respect of the scheme meeting by 10:00 on
(see note 5 below)
Last date for shareholders to give IQuad Wednesday, 24
written notice objecting to the scheme in October
terms of section 164(3) of the Companies
Act by no later than 10:00
Scheme meeting to be held at 10:00 on Wednesday, 24
October
Publication of results of the scheme Wednesday, 24
meeting on SENS on October
Publication of results of the scheme Thursday, 25
meeting in the press on October
Last day on which IQuad shareholders can Thursday, 8
apply to court for leave to review the November
transaction in terms of section 115(3)(b)
of the Companies Act on
Finalisation date expected to be on Friday, 9
November
Finalisation date announcement to be Friday, 9 November
published on SENS on
Last day to trade IQuad shares on the JSE Friday, 16
in order to be recorded in the register to November
receive the scheme consideration on
Suspension of listing on the JSE of IQuad Monday, 19
shares at commencement of trading on November
Scheme consideration record date, being Friday, 23
the time and date on which scheme November
participants must be recorded in the
register to receive the scheme
consideration, which is expected to be by
17:00 on
Expected operative date of the scheme on Monday, 26
November
Scheme consideration expected to be Monday, 26
paid/posted to certificated scheme November
participants (if documents of title are
received on or prior to 12:00 on the
scheme consideration record date) on or
about
Dematerialised scheme participants Monday, 26
expected to have their accounts (held at November
their CSDP or broker) updated on
Termination of listing of IQuad shares on Tuesday, 27
the JSE at the commencement of trading on November
or about
Notes:
1. All dates and times may be changed by mutual agreement
between IQuad and Sasfin and/or may be subject to the
obtaining of certain regulatory approvals and/or no Court
approval or review of the special resolution being
required. Any change will be published on SENS.
2. Should IQuad be notified that one or more of its
shareholders intends to object to the scheme in terms of
section 115 of the Companies Act, or dissent in terms of
section 164 of the Companies Act, and objection/s or
dissent/s result in a change to the abovementioned
timetable, IQuad will publish any changes on SENS.
3. As the salient dates and times are subject to change, they
may not be regarded as consent or dispensation for any
time periods which may be required in terms of the
Companies Act or Companies Regulations where applicable,
and any such consents or dispensations must be
specifically applied for, and granted.
4. IQuad shareholders should note that as transactions in
IQuad shares are settled in the electronic settlement
system used by Strate, settlement of trades takes place
five business days after such trade. Therefore IQuad
shareholders who acquire IQuad shares after Friday, 12
October 2012 will not be eligible to vote at the scheme
meeting.
5. If a form of proxy is not received by the time and date
shown above, it may be handed to the chairperson of the
scheme meeting at any time before the scheme meeting is
due to commence.
6. If the scheme meeting is adjourned or postponed, forms of
proxy submitted for the initial scheme meeting will remain
valid in respect of any adjournment or postponement of the
meeting.
7. All times given in this document are local times in South
Africa.
8. Share certificates may not be dematerialised or
rematerialised after Friday, 16 November 2012.
No change statement
Shareholders are advised that the Annual Financial Statements
of the Group for the 15 months ended 31 May 2012 will be
posted today, 25 September 2012 and contain no modifications
to the condensed reviewed financial results which were
published on SENS on Friday, 27 July 2012.
25 September 2012
Port Elizabeth
Corporate Advisor to IQuad
Sasfin Capital
A division of Sasfin Bank Limited
Corporate Advisor and sponsor to Sasfin
Sasfin Capital
A division of Sasfin Bank Limited
Designated Advisor to IQuad
PSG Capital
Date: 25/09/2012 11:15:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the 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,
information disseminated through SENS.
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