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Finalisation Announcement Regarding The Naledi Offer & Change Of Dorbyl’s Annual General Meeting (“AGM”) Date
Dorbyl Limited Naledi Foundry of Republic
(Incorporated in the of South Africa
Republic of South Africa) Proprietary Limited
Registration Number: (Incorporated in the
1911/001510/06 Republic of South Africa)
Share Code: DLV ISIN: Registration Number:
ZAE000002184 2012/194053/07
("Company" or "Dorbyl") (“Naledi”)
FINALISATION ANNOUNCEMENT REGARDING THE NALEDI OFFER & CHANGE OF
DORBYL’S ANNUAL GENERAL MEETING (“AGM”) DATE
FINALISATION ANNOUNCEMENT
1. Shareholders are referred to the announcement on SENS on 7
December 2012 regarding the revised firm intention by Naledi
to make an offer to Dorbyl shareholders to acquire up to 100%
of the shares in the issued share capital of Dorbyl (“the
Naledi Offer” or “the Offer”).
2. As announced, in terms of the Offer:
2.1 Naledi is offering to acquire from Dorbyl shareholders up
to 100% of the total issued ordinary shares in Dorbyl for
an offer consideration of R0.85 (eighty five cents) per
ordinary share; and
2.2 by making, in addition to the offer for ordinary shares in
Dorbyl in paragraph 2.1 above, offers for the:
2.2.1 740 025 5% cumulative preference shares (with Share Code
(5%): DLVP ISIN code: ZAE000002200 (“the DLVP – Preference
Shares”)) at a price of R1.00 (one hundred cents) per DLVP
– Preference Share payable in cash, representing a total
offer consideration of R740 025.00 for the entire class of
DLVP – Preference Shares; and
2.2.2 1 250 000 5.5% cumulative preference shares (with Share
Code (5.5%): DLP1 ISIN code: ZAE000002168 (“the DLP1 –
Preference Shares”)) at a price of R1.10 (one hundred and
ten cents) per DLP1 – Preference Share payable in cash,
representing a total offer consideration of R1 375 000.00
for the entire class of DLP1 – Preference Shares.
3. The Naledi Offer was subject to a condition as to acceptance
that Naledi receives acceptances of its Offer equating to at
least 51% (fifty one percent) of the entire issued ordinary
share capital of Dorbyl (“the Minimum Threshold Requirement”).
As previously announced, the Offeror received irrevocable
undertakings from Dorbyl ordinary shareholders representing
51.48% of the class of issued ordinary shares.
4. Further to the above, shareholders are advised that the
Offeror has now received acceptances in the amount of 17 580
047 ordinary shares representing 51.82% of the total issued
ordinary share capital of Dorbyl (excluding treasury shares).
Accordingly, the Minimum Threshold Requirement has been met
and the Naledi Offer has therefore become unconditional.
5. In addition, shareholders are advised that Naledi has, in
compliance with regulation 105 of the Companies Act
Regulations which requires that an offer must remain open for
at least 10 business days subsequent to same having been
declared unconditional, extended the Naledi Offer period by
two weeks which gives remaining Dorbyl shareholders a further
opportunity to participate in the Naledi Offer.
REVISED SALIENT DATES 2012/2013
Publication by the Offeror of the Friday, 7 December
Naledi Offer on SENS
Publication by the Offeror of the Monday, 10 December
Naledi Offer in the press
Joint Circular posted to Dorbyl Tuesday, 18 December
Shareholders
Naledi Offer opened Wednesday,19 December
Last day to trade (LDT) in ordinary Friday, 8 February
shares and preference shares in order
to settle by the record date and to
qualify to participate in the Naledi
Offer on **
Ordinary shares and preference shares Monday, 11 February
commence trading ex-rights on the JSE
at 09:00 on **
Record date to determine which ordinary Friday, 15 February
and preference shareholders are
eligible to accept the Naledi Offer
Naledi Offer closes at 12:00 Friday, 15 February
Result of Naledi Offer released on SENS Monday, 18 February
on
Offer participant’s proportionate claim Monday, 18 February
of aggregate offer consideration
credited to the Offer participant’s
accounts at his CSDP or stockbroker (as
the case may be) in cases where the
shares surrendered in terms hereof are
held by such CSDP or stockbroker as
nominee for the Offer participant on
Cheques will be posted to certificated Monday, 18 February
shareholders who have validly accepted
the Naledi Offer on or about
Results of the Naledi Offer published Tuesday, 19 February
in the press on
**Applicable in the event that the current suspension of Dorbyl shares are
lifted subsequent to this Finalisation Announcement.
Notes:
1. The above dates and times are subject to change at the discretion of the
Offeror. Any such change will be published on SENS and in the press.
2. All times indicated above are South African local times.
3. Offer Participant’s proportionate claim of the aggregate Offer
consideration will be settled by way of payment within 6 Business Days of
acceptance and the last payment of any proportionate claim of the
aggregate Offer consideration will be made on Monday, 18 February 2013.
CHANGE OF AGM DATE
Shareholders are referred to the announcement on SENS dated 19
November 2012 providing notice of the AGM to be held at 13
Lincoln Road, Industrial Sites, Benoni South at 10:00 on
Tuesday, 12 February 2013 to transact business as stated in the
notice of AGM (“the AGM Notice”) which was circulated together
with the abridged annual financial statements for the year ended
31 March 2012. A copy of the AGM Notice is available on Dorbyl’s
website at http://www.dorbyl.co.za/.
Further to the above, shareholders are advised that, as a result
of the delay in the finalisation of the Naledi Offer, it was
decided by the board of directors to postpone the AGM to a later
date to provide for the conclusion of the Naledi Offer.
Accordingly shareholders are hereby given notice that Dorbyl’s
AGM will now be held at 13 Lincoln Road, Industrial Sites,
Benoni South at 10:00 on Thursday, 28 February 2013 (“the New
AGM” or the “AGM”) to transact the business as stated in the AGM
Notice.
For the avoidance of doubt, shareholders should note that the
AGM Notice is hereby amended to reflect the new date of the AGM
as being Thursday, 28 February 2013, but the business that was
stated in the AGM Notice applies mutatis mutandis to the New AGM
i.e. the same agenda and/or resolutions set out therein will be
followed and voted upon at the New AGM. Shareholders should also
take note of the changes, as set out below, to the record dates
for the AGM, and the date for delivering proxy forms for the
AGM.
Record Dates for voting at the AGM
- The date on which shareholders must be recorded as such in
the share register maintained by the transfer secretaries
of the Company (“the Share Register”) for purposes of being
entitled to receive this notice of change in AGM date was
Friday, 25 January 2013.
- The date on which shareholders must be recorded in the
Share Register for purposes of being entitled to attend and
vote at the AGM is Friday, 22 February 2013 with the last
day to trade being Friday, 15 February 2013.
- Meeting participants will be required to provide proof of
identification to the reasonable satisfaction of the
chairman of the AGM and must, accordingly, bring a copy of
their identity document, passport or driver’s licence. If
in doubt as to whether any document will be regarded as
satisfactory proof of identification, meeting participants
should contact the transfer secretaries for guidance.
- Shareholders entitled to attend and vote at the AGM may
appoint one or more proxies to attend, speak and vote
thereat in their stead. A proxy need not be a member of the
Company. A form of proxy, in which are set out the relevant
instructions for its completion, is enclosed for the use of
a certificated shareholder or own name registered
dematerialised shareholder who wishes to be represented at
the AGM. Completion of a form of proxy will not preclude
such shareholder from attending and voting (in preference
to that shareholder’s proxy) at the AGM.
- The instrument appointing a proxy and the authority (if
any) under which it is signed must reach the transfer
secretaries of the Company at the address given below by
not later than 10:00 on Tuesday, 26 February 2013.
- Dematerialised shareholders, other than own name registered
dematerialised shareholders, who wish to attend the AGM in
person will need to request their Central Securities
Depository Participant (“CSDP”) or broker to provide them
with the necessary authority in terms of the custody
agreement entered into between such shareholders and the
CSDP or broker.
- Dematerialised shareholders, other than own name registered
dematerialised shareholders, who are unable to attend the
AGM and who wish to be represented thereat, must provide
their CSDP or broker with their voting instructions in
terms of the custody agreement entered into between
themselves and the CSDP or broker in the manner and time
stipulated therein.
- Shareholders present in person, by proxy or by authorised
representative shall, on a show of hands, have one vote
each and, on a poll, will have one vote in respect of each
share held.
Johannesburg
By order of the Board
30 January 2013
P Wentzel
Company Secretary
Registered Office:
13 Lincoln Road
Industrial Sites
Benoni South
1501
Transfer secretaries:
Computershare Investor Services (Pty) Limited
70 Marshall Street Johannesburg
2001
(PO Box 61051, Marshalltown, 2107)
Transaction advisor and sponsor to Dorbyl:
PSG Capital Proprietary Limited
Date: 30/01/2013 05:10:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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