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Joint Announcement - Posting of Circular and Notice of Scheme Meeting
Amalgamated Appliance Holdings Limited The Bidvest Group Limited
Incorporated in the Republic of South Africa Incorporated in the Republic of South Africa
(Registration number 1997/004130/06) (Registration number 1946/021180/06
Share Code: AMA ISIN: ZAE000012647 Share Code: BVT ISIN: ZAE000117321
(“AMAP” or “the Company”) (“Bidvest”)
JOINT ANNOUNCEMENT - POSTING OF CIRCULAR AND NOTICE OF SCHEME MEETING
1. INTRODUCTION
AMAP and Bidvest shareholders are referred to the SENS announcements dated 28 November
2012, 21 December 2012 and 22 February 2013, regarding the terms on which Bidvest intends to
acquire the entire issued share capital of AMAP that it does not already own (“the Transaction”), to
be implemented by way of a Scheme of Arrangement in terms of section 114 of the Companies Act
(“the Scheme”).
AMAP shareholders are hereby advised that a circular containing, inter alia, details of the Scheme,
a notice of meeting of AMAP shareholders, a form of proxy and a form of surrender and transfer
(“Circular”) is being posted to AMAP shareholders today and is available on AMAP’s website at
www.amap.co.za. AMAP 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 SHAREHOLDERS MEETING
A meeting of AMAP Shareholders (“Scheme Meeting”) will be held at the West Block, Pineslopes
Office Park, Corner The Straight and Witkoppen Roads, Fourways, Johannesburg, 2191 at 11:00 on
Friday, 12 April 2013 to consider and, if deemed fit, approve the resolutions necessary to implement
the Scheme.
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 meaning as assigned to them in
the Circular.
Action Date
Record date to determine which AMAP Shareholders are entitled to receive the Friday, 01 March 2013
Circular
Posting of the Circular to AMAP Shareholders and notice convening Scheme Meeting Monday, 11 March 2013
published on SENS
Notice convening Scheme Meeting published in the South African press Tuesday, 12 March 2013
Last day to trade in AMAP Shares in order to be recorded on the AMAP share Wednesday, 27 March 2013
register on the scheme voting record date
Scheme voting record date Friday, 05 April 2013
Proxy forms to be received by 11:00 Wednesday, 10 April 2013
Last date and time for AMAP Shareholders to give notice to AMAP objecting to the Friday, 12 April 2013
Scheme Meeting to be held at 11:00 Friday, 12 April 2013
Results of Scheme Meeting published on SENS Friday, 12 April 2013
Results of Scheme Meeting published in the South African press Monday, 15 April 2013
Receive compliance certificate from Takeover Regulation Panel Tuesday, 16 April 2013
Application for the delisting of AMAP Shares Wednesday,17 April 2013
The following dates will be confirmed in the finalisation announcement once the
Scheme becomes unconditional:
Finalisation announcement (will be announced by 11:00) Wednesday, 24 April 2013
Last day to send notice of adoption of Special Resolution to dissenting shareholders Friday 26 April 2013
Expected last day to trade in AMAP Shares in order to be recorded on the register on Friday, 03 May 2013
the Record Date
Expected date of the suspension of listing of AMAP Shares on the JSE Monday, 06 May 2013
Expected Record Date on which AMAP Shareholders must be recorded in the Friday, 10 May 2013
register to receive the Scheme Consideration
Expected Implementation Date of the Scheme Monday, 13 May 2013
Expected Operative Date of Scheme Monday, 13 May 2013
Expected payment and delivery of Scheme Consideration Monday 13 May 2013
Expected termination of listing of AMAP Shares at commencement of trade on the Tuesday 14 May 2013
JSE
Notes
1. All dates and times are subject to change by mutual agreement between AMAP and Bidvest
and approved by the JSE and Takeover Regulation Panel (if required) and/or may be subject
to certain regulatory approvals including but not limited to that of the Takeover Regulation
Panel and competition authorities, being granted. Any change will be released on SENS and
published in the press.
2. AMAP shareholders were advised in the firm intention announcement released on SENS on
28 November 2012 that the implementation of the Transaction is subject to the fulfilment or
waiver of certain conditions precedent by no later than 30 June 2013 (the “Long Stop Date”).
AMAP shareholders are advised that the Long Stop Date has been extended to 31 July 2013
in order to ensure that all regulatory conditions precedent to the Transaction are fulfilled.
3. AMAP Shareholders are referred to paragraph 3.4 of the Circular (which contains a summary
of the dissenting Shareholders’ appraisal rights) regarding rights afforded to AMAP
Shareholders, the exercise of which may affect the Finalisation Date and/or the
Implementation Date.
4. AMAP 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 persons who acquire AMAP Shares after the Voting Last Day to Trade
will not be eligible to vote at the Scheme Meeting, but will, provided the Scheme is approved
and they acquire the AMAP Shares on or prior to the Scheme Last Day to Trade, participate
in the Offer.
5. An AMAP Shareholder may submit a proxy at any time before the commencement of the
Scheme Meeting (or any adjournment of the Scheme Meeting) or handed to the Chairman of
the Scheme Meeting before the appointed proxy exercises any of the relevant Shareholder’s
rights at the Scheme Meeting (or any adjournment of the Scheme Meeting), provided that
should a Shareholder lodge a form of proxy with the Transfer Secretaries at either of the
below addresses less than 48 hours before the Scheme Meeting, such Shareholder will also
be required to furnish a copy of such form of proxy to the Chairman of the Scheme Meeting
before the appointed proxy exercises any of such Shareholder’s rights at the Scheme Meeting
(or any adjournment of the Scheme Meeting).
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
Scheme.
7. All times given in the Circular are local times in South Africa.
8. AMAP share certificates may not be dematerialised or rematerialised after the Scheme Last
Day to Trade.
4. THE SPECIAL DIVIDEND
The Board of AMAP will declare the Special Dividend should the requisite majority of AMAP
shareholders approve the Scheme at the Scheme meeting, the expected timeline in relation to the
Special Dividend is set out below:
Action Date
Special Dividend declaration date Friday, 12 April 2013
(should the requisite majority of AMAP shareholders approve the Scheme at the
Scheme meeting)
Last day to trade cum dividend Friday, 03 May 2013
Shares trade ex dividend Monday, 06 May 2013
Special Dividend Record date Friday, 10 May 2013
Special Dividend Payment date Monday, 13 May 2013
Notes:
1. All dates and times in respect of the Special Dividend are subject to change. Any change will
be released on SENS and published in the press.
Johannesburg
11 March 2013
Corporate advisor and Sponsor to AMAP: Bridge Capital Advisors (Proprietary) Limited
Legal advisor: Routledge Modise
Independent Expert to AMAP: Mazars Corporate Finance (Proprietary) Limited
Investment Bank, Sponsor and Transaction Advisor to Bidvest: Investec Bank Limited
Legal Advisor to Bidvest: ENS
Date: 11/03/2013 05:15:00 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.