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Posting of circular to Gijima shareholders
Gijima Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1998/021790/06)
ISIN: ZAE000147443
Share code: GIJ
("Gijima" or “the Company”)
POSTING OF CIRCULAR TO GIJIMA SHAREHOLDERS RELATING TO THE MINERP BUSINESS
DISPOSAL AND THE ADOPTION OF THE GIJIMA SHARE LINKED BONUS SCHEME
1. Introduction
Gijima shareholders (“Shareholders”) are referred to the terms announcement (“Announcement”)
released on the Securities Exchange News Service (“SENS”) of the JSE Limited (“JSE”) on
Tuesday, 25 September 2012 and published in the South African press on Wednesday, 26
September 2012, relating to the proposed disposal, as one indivisible transaction, of the Gijima
group's mining technology and consulting businesses known as MineRP and the repayment of a
shareholder loan (collectively referred to as “the Transactions”), as well as the adoption of the
Gijima Group Limited Share Linked Bonus Scheme (“the Scheme”)”.
The Transactions constitute a Category 1 transaction and a related party transaction, as defined by
the JSE Listings Requirements, and are subject to the conditions precedent detailed in the
Announcement. The following conditions precedent have already been fulfilled:
- obtaining the required regulatory approval from the JSE for the Transactions;
- obtaining the required regulatory approval from the South African Reserve Bank or an
authorised dealer, if sufficient, for the Transactions; and
- obtaining the approval from the Competition Authorities for the Transactions.
All words and expressions defined in the Announcement and used in this announcement shall bear
the meanings assigned to them in the Announcement, unless such words or expressions are
otherwise defined in this announcement.
2. Posting of the circular
A circular will be posted during the course of today, Wednesday, 10 October 2012, to Shareholders
(“the Circular”), the purpose of which is to provide Shareholders with information relating to the
Transactions and the Scheme and to convene a general meeting at which Shareholders will be
requested to vote on the resolutions to approve the Transactions and to adopt the Scheme
(“General Meeting”).
The Circular contains the report of the independent expert, PricewaterhouseCoopers Corporate
Finance (Pty) Ltd, in terms of which the independent expert has confirmed that the terms and
conditions of the Transactions are fair to Shareholders. In addition, the Circular incorporates a
notice of the General Meeting and a form of proxy for the General Meeting.
3. General Meeting
The General Meeting will be held at 11:00 on Thursday, 8 November 2012, at the registered office
of Gijima, in Jupiter Building, Gijima Office Park, 47 Landmarks Avenue, Kosmosdal, Samrand,
Centurion, 0157, to consider and, if deemed fit, pass the resolutions required to authorise the
Transactions and the Scheme.
4. Salient dates and times relating to the General Meeting
The salient dates and times are as follows:
2012
Record date for Shareholders to be entitled to receive notice of the
General Meeting Friday, 5 October
Circular posted to Shareholders Wednesday, 10 October
Last day to trade in order for Shareholders to vote at the General
Meeting Friday, 19 October
Voting record date to determine which Shareholders are entitled to
attend and vote at the General Meeting Friday, 26 October
Last day for the receipt of proxy forms for the General Meeting by
11:00 on Tuesday, 6 November
General Meeting to be held at 11:00 on Thursday, 8 November
Results of the General Meeting released on SENS on Thursday, 8 November
Results of the General Meeting published in the South African press on Friday, 9 November
Notes:
1. The above dates and times are subject to change. Any material changes will be released on
SENS and published in the South African press.
2. All times quoted are South African times.
3. Any form of proxy not returned to the transfer secretaries, Link Market Services South Africa
(Pty) Ltd (13 Floor, Rennie House, 19 Ameshoff Street, Braamfontein OR PO Box 4844, Johannesburg,
2000), by 11:00 on Tuesday, 6 November 2012 must be handed to the Chairman of the General Meeting
immediately before the appointed proxy exercises any of the Shareholder rights at the General
Meeting.
4. If the General Meeting is adjourned or postponed, forms of proxy submitted for the initial
General Meeting will remain valid in respect of any adjournment or postponement of the General
Meeting.
Johannesburg
10 October 2012
Corporate adviser and sponsor to Gijima
Rand Merchant Bank Limited
Transaction sponsor
KPMG Services (Pty) Ltd
Independent auditor and reporting accountant
KPMG Inc.
Independent expert
PricewaterhouseCoopers Corporate Finance (Pty) Limited.
Legal and tax adviser to Gijima
Webber Wentzel
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Date: 10/10/2012 03:30:00 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
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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.