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Posting of Circular and Notice convening the Scheme Meeting
HARDWARE WAREHOUSE LIMITED
Incorporated in the Republic of South Africa
(Registration number 2007/004302/06)
Share code: HWW ISIN: ZAE000104253
(“Hardware Warehouse”)
POSTING OF CIRCULAR AND NOTICE CONVENING THE SCHEME MEETING
1. INTRODUCTION
Shareholders are referred to the joint announcement by Hardware Warehouse and Steinhoff Doors and Building
Materials Proprietary Limited (“Steinbuild”) released on SENS on 4 December 2012 and published in the South
African press on 5 December 2012 regarding the terms on which Steinbuild has made an offer to acquire the
entire issued share capital of Hardware Warehouse (“Hardware Warehouse Shares”) by way of a scheme of
arrangement (“Scheme”) in terms of section 114 of the Companies Act, 2008 (Act 71 of 2008), as amended,
(“Companies Act”), to be proposed by the board of directors of Hardware Warehouse between Hardware
Warehouse and the holders of Hardware Warehouse Shares ("Hardware Warehouse Shareholders").
Hardware Warehouse Shareholders are hereby advised that the circular ("Circular") providing them with the
relevant information regarding the Scheme and incorporating, inter alia, a notice convening a meeting of the
Hardware Warehouse Shareholders ("Scheme Meeting") was posted to Hardware Warehouse Shareholders on
14 December 2012.
2. NOTICE CONVENING THE SCHEME MEETING
The Scheme Meeting will be held at 10:00 on Friday, 18 January 2013 at the office of Hardware Warehouse,
Triple Point, 52 Quenera Drive, Beacon Bay, East London, 5241, for the purpose of considering and, if deemed
fit, passing the resolutions set out in the notice convening the Scheme Meeting.
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 the notes thereto shall have the same meanings as assigned to them in the Circular.
2012
Record date to determine which shareholders are entitled to receive the
Circular Friday, 7 December
Circular posted to Hardware Warehouse Shareholders and notice convening
the Scheme Meeting released on SENS on Friday, 14 December
Notice convening the Scheme Meeting published in the South African press Tuesday, 18 December
on
2013
Last day to trade Hardware Warehouse Shares in order to be recorded in the
Register to vote at the Scheme Meeting (see note 2 below) on Friday, 4 January
Record date to be eligible to vote at the Scheme Meeting, being the Scheme
Voting Record Date, by close of trade on Friday, 11 January
Last day to lodge forms of proxy in respect of the Scheme Meeting by 10:00
on Wednesday, 16 January
Last date and time for Hardware Warehouse Shareholders to give notice of
their objections to the special resolution approving the Scheme by no later
than 10:00 on Friday, 18 January
Scheme Meeting to be held at 10:00 on Friday, 18 January
Results of the Scheme Meeting released on SENS on Friday, 18 January
Results of the Scheme Meeting published in the South African press on Monday, 21 January
If the Scheme is approved by Hardware Warehouse Shareholders at the
Scheme Meeting with sufficient voting rights such that no Shareholder may
require the Company to obtain Court approval for the Scheme as
contemplated in section 115(3)(a) of the Companies Act:
Last date on which Hardware Warehouse Shareholders can make
application to the Court in terms of section 115(3)(b) of the Companies Act
on Friday, 1 February
Last date for Hardware Warehouse to give notice of adoption of the special
resolution approving the Scheme to Hardware Warehouse Shareholders
objecting to the special resolution on Friday, 1 February
If no Shareholders exercise their rights in terms of section 115(3)(b) of the
Companies Act:
Finalisation Date expected to be on Friday, 8 February
Finalisation Date announcement expected to be released on SENS on Friday, 8 February
Finalisation Date announcement expected to be published in the South Monday, 11 February
African press on
Expected Scheme LDT, being the last day to trade Hardware Warehouse
Shares on the JSE in order to be recorded in the Register to receive the
Scheme Consideration, on Friday, 15 February
Suspension of listing of Hardware Warehouse Shares on the JSE expected
to take place at the commencement of trade on Monday, 18 February
Expected Scheme Consideration Record Date, being the date on which
Scheme Participants must be recorded in the Register to receive the Scheme
Consideration, by close of trade on Friday, 22 February
Expected Operative Date of the Scheme on Monday, 25 February
Scheme Consideration expected to be paid/posted to certificated Scheme
Participants (provided their form of acceptance, surrender and transfer (blue)
and Documents of Title are received on or prior to 12:00 on the Scheme
Consideration Record Date) on or about Monday, 25 February
Dematerialised Scheme Participants expected to have their accounts (held at
their CSDP or broker) credited with the Scheme Consideration on or about Monday, 25 February
Termination of listing of Hardware Warehouse Shares on the JSE expected
to take place at the commencement of trade on or about Tuesday, 26 February
Notes:
1. All dates and times may be changed by mutual agreement between Hardware Warehouse and Steinbuild (subject to
the approval of the JSE and/or the Panel, if required). The dates have been determined based on certain assumptions
regarding the date by which certain regulatory approvals will be obtained and that no Court approval or review of the
special resolution will be required. Any change in the dates and times will be released on SENS and published in the
South African press.
2. Hardware Warehouse 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, Hardware
Warehouse Shareholders who acquire Hardware Warehouse Shares after close of trade on Friday,
4 January 2013 will not be eligible to vote at the Scheme Meeting.
3. All times given in this document are local times in South Africa.
4. Share certificates may not be dematerialised or rematerialised after Friday, 15 February 2013.
5. If the Scheme is approved by an insufficient number of Hardware Warehouse Shareholders at the Scheme Meeting so
that a Hardware Warehouse Shareholder may require Hardware Warehouse to obtain Court approval of the Scheme as
contemplated in section 115(3)(a) of the Companies Act, and a Hardware Warehouse Shareholder in fact delivers such
a request, the dates and times set out above will not be relevant. Hardware Warehouse Shareholders will be notified
separately of the applicable dates and times under this process.
6. If any Hardware Warehouse Shareholder who votes against the Scheme exercises its rights in terms of section
115(3)(b) of the Companies Act and applies to Court for a review of the transaction, the dates and times set out above
will not be relevant. Hardware Warehouse Shareholders will be notified separately of the applicable dates and times
under this process.
Johannesburg
14 December 2012
Corporate and Designated Advisor to Hardware Warehouse
Merchantec Capital
Legal Adviser to Hardware Warehouse
Fluxmans Inc.
Independent Expert
Grant Thornton Advisory Services Proprietary Limited
Legal Adviser to Steinbuild
GirardHayward Incorporated
Competition Law Adviser to Steinbuild
Norton Rose
Date: 14/12/2012 03:00:00 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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