To view the PDF file, sign up for a MySharenet subscription.

GIJIMA GROUP LIMITED - Posting of circular to Gijima shareholders

Release Date: 10/10/2012 15:30
Code(s): GIJ     PDF:  
Wrap Text
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




                                                          3

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
 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.

Share This Story