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

AMALGAMATED APPLIANCE HOLDINGS LD - Joint Announcement - Posting of Circular and Notice of Scheme Meeting

Release Date: 11/03/2013 17:15
Code(s): AMA BVT     PDF:  
Wrap Text
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.

Share This Story