BLACKSTAR GROUP SE - Joint announcement - Posting of scheme circular and notice of scheme meeting to New Bond Capital Ltd shareholders

Release Date: 28/03/2013 15:00
Code(s): BCK NBC
 
Wrap Text
Joint announcement - Posting of scheme circular and notice of scheme meeting to New Bond Capital Ltd shareholders

New Bond Capital Limited
(Previously Mvelaphanda Group Limited)
Incorporated in the Republic of South Africa
Registration number: 1995/004153/06
Share code: NBC
ISIN: ZAE000170726
(“New Bond Capital” or “NBC”)


Blackstar Group SE
(Previously Blackstar Group PLC)
(Registered in Malta with registration number SE 4)
(Registered as an external company with limited liability in the Republic of South Africa under
registration number 2011/008274/10)
Share code: BCK / BLCK
ISIN: MT0000620105
("Blackstar")


JOINT ANNOUNCEMENT OF THE POSTING OF CIRCULAR AND NOTICE OF SCHEME
MEETING RELATING TO THE OFFER MADE BY BLACKSTAR TO ACQUIRE THE
ENTIRE ISSUED ORDINARY SHARE CAPITAL OF NEW BOND CAPITAL BY WAY OF A
SCHEME OF ARRANGEMENT (THE "SCHEME")

1.   INTRODUCTION

     1.1. Shareholders of NBC (“NBC Shareholders”) are referred to the joint announcement
          by NBC and Blackstar published on SENS on Monday, 4 March 2013 and in the
          press on Friday, 8 March 2013, advising of the firm intention of Blackstar to make
          an offer for the acquisition by Blackstar, or one of its wholly owned subsidiaries, of
          the entire issued ordinary share capital of NBC (other than treasury shares held by
          subsidiaries of NBC and shares already held by Blackstar in NBC), by way of a
          scheme of arrangement in terms of section 114 of the Companies Act 71 of 2008,
          as amended (the "Companies Act").
     1.2. NBC Shareholders are also referred to the further joint announcement of NBC and
          Blackstar regarding the Scheme, as released on SENS on Friday, 15 March 2013
          and in the press on Monday, 18 March 2013.
     1.3. The requisite approvals required from the South African Reserve Bank, the JSE
          Limited and the Takeover Regulation Panel (through the issue of the requisite
          approval letter) for the posting of the circular to NBC Shareholders (“the Circular”)
          have been obtained.

2.   POSTING OF THE CIRCULAR

     NBC Shareholders are hereby advised that the Circular, containing details of the
     Scheme, will be posted to NBC Shareholders today, 28 March 2013. The Circular
     incorporates a notice convening a general meeting of NBC Shareholders for purposes of
     approving the Scheme. The Circular will be available on the website
     www.newbond.co.za. NBC Shareholders are advised to review the Circular for the full
     terms and conditions of the Scheme.

3.   NOTICE OF GENERAL MEETING OF NBC SHAREHOLDERS

     Notice is hereby given that a general meeting of NBC Shareholders will be held at 11h00
     on Friday, 26 April 2013 at 2nd Floor, 11 Crescent Drive, Melrose Arch, Johannesburg,
     at which meeting NBC Shareholders will consider and vote on the Scheme (“Scheme
     Meeting”).

4.   IMPORTANT DATES AND TIMES RELATING TO THE SCHEME

     The important dates and times relating to the Scheme are set out below. Capitalised
     terms used in the important dates and times and in the notes thereto and that are not
     otherwise defined, bear the meanings ascribed to them in the Circular.
                                                                                                 2013
     Circular posted to NBC Shareholders and notice convening the Scheme
     Meeting released on SENS on                                                  Thursday, 28 March

     Notice convening the Scheme Meeting published in the press on                    Tuesday, 2 April

     Last day to trade in NBC Shares in order to be recorded in the register
     on the voting record date (see note 4.3 below) on                                 Friday, 12 April

     Voting record date to vote at the Scheme Meeting being 17h00 on                   Friday, 19 April

     Last day for receipt of proxies for the NBC Shareholders’ Scheme
     Meeting by 11h00 (see note 4.4 below) on                                       Thursday, 25 April

     Last date and time for NBC Shareholders to give notice in terms of
     section 164(3) of the Companies Act to NBC objecting to the Special
     Resolution approving the Scheme by 11h00 on                                       Friday, 26 April

     NBC Shareholders’ Scheme Meeting to be held at 11h00 on                           Friday, 26 April

     Results of Scheme Meeting released on SENS on                                     Friday, 26 April

     Results of Scheme Meeting published in the press on                             Monday, 29 April

     Last date for NBC Shareholders to require NBC to seek court approval
     in terms of section 115(3)(a) of the Companies Act for the Scheme on              Monday, 6 May

     Last date for NBC Shareholders to apply to court for leave to apply for a
     review of the Scheme in terms of section 115(3)(b) of the Companies
     Act on                                                                           Monday, 13 May

     Last date for NBC to send objecting NBC Shareholders notices of the
     adoption of the Special Resolution approving the Scheme in terms of
     section 164(4) of the Companies Act on                                           Monday, 13 May

     Finalisation Date announcement expected to be released on SENS on                 Friday, 17 May

     Finalisation Date announcement expected to be published in the press
     on                                                                               Monday, 20 May

     Scheme Last Day to Trade in NBC Shares in order to participate in the
     Scheme (see note 4.5 below) on                                                    Friday, 24 May

     Suspension of listing of NBC Shares at commencement of trading on                Monday, 27 May

     Scheme Consideration Record Date to be recorded in the Register in
     order to receive the Scheme Consideration expected to be on or about              Friday, 31 May
                                                                                                  2013

      Expected Implementation Date of the Scheme on                                     Monday, 3 June

      Settlement of the Scheme Consideration to Dematerialised
      Shareholders is expected to take place, through the crediting of their
      accounts, on                                                                      Monday, 3 June

      Settlement of the Scheme Consideration to Certificated Shareholders is
      expected to take place, through posting of the Scheme Consideration,
      on                                                                                Monday, 3 June

      Expected termination of listing of NBC Shares on the JSE at the
      commencement of trading on or about                                               Tuesday, 4 June
    
    Notes
     4.1. All dates and times are subject to change and/or may be subject to certain
          regulatory approvals including but not limited to that of the Takeover Regulation
          Panel, being granted. Any change will be released on SENS and published in the
          press.
     4.2. Shareholders are referred to Annexure 12 of the Circular (which contains inter alia,
          the wording of section 164 of the Companies Act, setting out the Dissenting
          Shareholders’ Appraisal Rights) regarding rights accorded to NBC Shareholders,
          the exercise of which may affect the Finalisation Date and/or the Implementation
          Date.
     4.3. NBC 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 NBC Shares after
          the last day to trade will not be eligible to vote at the Scheme Meeting.
     4.4. Dematerialised Shareholders, other than those with “own-name” registration, must
          provide their CSDP or Broker with their instructions for voting at the Scheme
          Meeting by the cut-off time and date stipulated by their CSDP or Broker in terms of
          their respective custody agreements.
     4.5. No dematerialisation or re-materialisation of Shares may take place from the
          Business Days following the Scheme Last Day to Trade.
     4.6. 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 Meeting.
     4.7. Although the salient dates and times are stated to be subject to change, such
          statement may not be regarded as consent or dispensation for any change to time
          periods which may be required in terms of the Companies Regulations, where
          applicable, and any such consents or dispensations must be specifically applied for
          and granted.
     4.8. All times referred to in the Circular are references to South African time.

5.   NBC INDEPENDENT BOARD RESPONSIBILITY STATEMENT

     The NBC independent board of directors accepts responsibility for the information
     contained in this announcement which relates to NBC and confirms that, to the best of
     its knowledge and belief, such information which relates to NBC is true and the
     announcement does not omit anything likely to affect the importance of such information.

6.   BLACKSTAR RESPONSIBILITY STATEMENT

     The board of directors of Blackstar accepts responsibility for the information contained in
     this announcement which relates to Blackstar and confirms that, to the best of its
     knowledge and belief, such information which relates to Blackstar is true and the
     announcement does not omit anything likely to affect the importance of such information.


Johannesburg & London
28 March 2013
Transaction advisor to New Bond Capital: PKF Corporate Finance (Pty) Ltd
Sponsor to New Bond Capital: PSG Capital (Pty) Ltd
Legal advisor to New Bond Capital: Cliffe Dekker Hofmeyr Inc.
Sponsor to Blackstar: PSG Capital (Pty) Ltd
Nomad to Blackstar: Liberum Capital Limited
Legal advisors to Blackstar: Paul Hastings (Europe) LLP

Date: 28/03/2013 03:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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