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Firm Intention of Halls Technology (Pty) Ltd to Acquire all the Shares in RGT and Withdrawal of Cautionary
RGT Smart Market Intelligence Limited
(Registration number 2008/014367/06)
(Incorporated in the Republic of South Africa)
Share Code: RGT ISIN: ZAE000143715
(“RGT” or “the Company”)
ANNOUNCEMENT OF THE FIRM INTENTION OF HALLS TECHNOLOGIES (PTY)
LIMITED(“HALLS TECH”) TO MAKE AN OFFER TO ACQUIRE ALL THE ORDINARY
SHARES IN RGT, NOT ALREADY HELD BY ITS WHOLLY OWNED SUBSIDIARY
LIGHTSTONE (PTY) LIMITED (“LIGHTSTONE”), SUBSEQUENT DELISTING OF
RGT BY WAY OF A SCHEME OF ARRANGEMENT AND WITHDRAWAL OF CAUTIONARY
ANNOUNCEMENT
1. INTRODUCTION
1.1 Shareholders are hereby advised that Halls Tech has submitted
a letter to the board of directors of RGT ("the RGT Board"),
confirming Halls Tech’s firm intention to make an offer to
acquire all the ordinary shares in RGT, not already held by
its wholly owned subsidiary Lightstone, by way of a scheme of
arrangement (“the Scheme”) ("the Firm Intention Offer") and
the subsequent delisting of RGT.
1.2 The purpose of this Announcement is to advise RGT
shareholders of the terms and conditions of the Firm
Intention Offer.
2. RATIONALE FOR THE FIRM INTENTION OFFER
2.1 The rationale for the Firm Intention Offer is that
Lightstone, a wholly owned subsidiary of Halls Tech, is
already a 74.9% shareholder in RGT and is of the opinion that
it does not make economic sense for RGT to remain listed.
2.2 Halls Tech therefore wishes to become the sole shareholder in
RGT and make RGT a wholly owned subsidiary of Halls Tech.
3. MECHANICS OF THE SCHEME
3.1 The Scheme will constitute an “affected transaction” as
defined in section 117(c) of the Companies Act, 2008 (“the
Companies Act”) and will be regulated by the Companies Act,
the Companies Regulations, 2011 (“the Companies Regulations”)
and the Takeover Regulation Panel (“TRP”).
3.2 The Scheme will be implemented in terms of section 114 of the
Companies Act, proposed by the RGT board, between RGT and its
shareholders other than Lightstone.
3.3 The Firm Intention Offer will be subject to the condition
precedent set out in paragraph 4.2 below ("the Firm Intention
Offer Condition").
3.4 The Scheme will be subject to the conditions precedent set
out in paragraph 5 below ("the Scheme Conditions").
4. THE FIRM INTENTION OFFER
4.1 Material terms of the Firm Intention Offer
4.1.1 The Firm Intention Offer will be made on the basis that –
4.1.1.1 Halls Tech will acquire all ordinary shares in RGT not
already held by Lightstone (“Scheme Shares”);
4.1.1.2 following the implementation of the Scheme, RGT will be a
wholly owned subsidiary of Halls Tech;
4.1.1.3 once the Firm Intention Offer Condition and the Scheme
Conditions have been fulfilled and the Scheme is
implemented, RGT shareholders will receive the scheme
consideration of 10 cents which consideration represents
a 3% (three percent) premium to the 30 (thirty) day
volume weighted average price of RGT on 26 April 2013
(the last possible date before receipt of the Firm
Intention Offer) and a 5% (five percent) premium to the
30 (thirty) day volume weighted average price of RGT on
16 April 2013 (the last date prior to the cautionary
announcement) (“the Scheme Consideration”);
4.1.1.4 the Scheme Consideration will be settled in cash;
4.1.1.5 RGT will be delisted from the Alternative Exchange of the
Johannesburg Stock Exchange (“the JSE”) after
implementation of the Scheme.
4.2 Firm intention offer condition
4.2.1 The posting of the circular to RGT shareholders, other than
Lightstone, in relation to the Scheme ("the Circular") is
subject to the fulfilment of the Firm Intention Offer
Condition that entails that by no later than 31 May 2013,
all requisite approvals having been received from the JSE,
the TRP and the Financial Surveillance Department of the
South African Reserve Bank for the posting of the Circular,
to the extent required.
5. THE SCHEME CONDITIONS
5.1.1 The Scheme will be subject to (and will become operative on the
relevant operative date) upon the fulfilment of the following
conditions precedent on or before 30 July 2013 –
5.1.2 the approval of the Scheme by the requisite RGT
shareholders as contemplated in section 115(2)(a) of the
Companies Act, and:
(a) to the extent required, the approval of the
implementation of such resolution by a High Court in
terms of section 115(2)(c) of the Companies Act; and
(b) if applicable, RGT not treating the aforesaid
resolution as a nullity, as contemplated in section
115(5)(b) of the Companies Act;
5.1.3 in relation to any objections to the Scheme by RGT
shareholders:
5.1.3.1 that no RGT shareholders give notice objecting to the
Scheme, as contemplated in section 164(3) of the
Companies Act, and vote against the resolution proposed
at the general meeting to approve the Scheme (“the
General Meeting”); or
5.1.3.2 if RGT shareholders give notice objecting to the Scheme,
as contemplated in section 164(3) of the Companies Act,
and vote against the resolution proposed at the General
Meeting, that RGT shareholders holding no more than 5% of
all Scheme Shares eligible to be voted at the General
Meeting give such notice and vote against the resolutions
proposed at the General Meeting; or
5.1.3.3 if RGT shareholders holding more than 5% of all Scheme
Shares eligible to vote at the General Meeting give
notice objecting to the Scheme, as contemplated in
section 164(3) of the Companies Act, and vote against the
resolution proposed at the General Meeting, that the
relevant RGT shareholders do not exercise their appraisal
rights, by giving valid demands in terms of sections
164(5) to 164(8) of the Companies Act within 30 (thirty)
business days following the General Meeting, in respect
of more than 5% of the Scheme Shares eligible to be voted
at the General Meeting;
5.1.4 in respect of the implementation of the Scheme and only to
the extent that same may be applicable, the approval of the
JSE, the TRP and any other relevant regulatory authorities
(either unconditionally or subject to conditions acceptable
to Halls Tech).
5.2 The Scheme Conditions in paragraphs 5.1.2 and 5.1.4 cannot be
waived.
5.3 The Scheme Condition in paragraph 5.1.3 may be waived by
Halls Tech upon written notice to RGT, prior to the date for
fulfilment of the relevant Scheme Condition.
5.4 Halls Tech will be entitled to extend the date for the
fulfilment of any of the Scheme Conditions, by up to 60
(sixty) days, in its own discretion, upon written notice to
RGT, but shall not be entitled to extend the date to a date
later than the aforesaid 60 (sixty) day period without the
prior written consent of RGT.
6. SHAREHOLDING IN RGT, ACTING AS PRINCIPAL, UNDERTAKINGS AND
OPTIONS
6.1 Halls Tech confirms that it holds 74.9% of the issued share
capital of RGT, through its wholly owned subsidiary
Lightstone.
6.2 Halls Tech confirms that it is the ultimate prospective
purchaser of the Scheme Shares and not acting in concert with
any party, other than Lightstone.
6.3 Halls Tech has obtained irrevocable undertakings from an
aggregate of 72.5% of RGT shareholders committing to vote in
favour of the Scheme.
7. SOURCES OF FUNDING
In terms of Regulation 111(4) of the Companies Regulations,
Halls Tech has provided the TRP with confirmation that it has
sufficient cash resources and facilities available, as provided
by Firstrand Bank Limited, to settle the Scheme Consideration.
8. INDEPENDENT BOARD, OPINION AND RECOMMENDATIONS
In accordance with the Companies Regulations, an independent
RGT board has been appointed by the RGT Board comprising of the
Messers B. Pretorius, T. Hayter, A da Costa and C. Moodliar
(“Independent Board”).
The Independent Board will appoint an independent expert
acceptable to the TRP to provide the Independent Board with
external advice in regard to the Scheme and to make appropriate
recommendations to the Independent Board for the benefit of RGT
shareholders. The substance of the external advice and the
opinion of the Independent Board on the Scheme will be detailed
in the Circular.
9. DELISTING
If the Revised Offer is successfully implemented, application will
be made to terminate the listing of RGT on the JSE.
10. FURTHER DOCUMENTATION AND SALIENT DATES
Further details of the Scheme will be included in the Circular
that will be sent to RGT shareholders, containing, inter alia,
a notice of the Scheme meeting, a form of proxy and a form of
surrender and transfer, which will, subject to the fulfilment
of the Firm Intention Offer Condition, be posted to RGT
shareholders in due course.
The salient dates in relation to the Scheme will be published
prior to the issuing of the aforementioned documentation.
11. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Following the release of this firm intention announcement, the
cautionary announcement that was published by RGT on 16 April
2013 is hereby withdrawn and caution is no longer required to
be exercised by RGT shareholders when dealing in RGT shares.
12. INDEPENDENT BOARD RESPONSIBILITY STATEMENT
The Independent Board and the Halls Tech Board accepts
responsibility for the information contained in this
announcement which relates to RGT and confirms that, to the
best of its knowledge and belief, such information which
relates to RGT is true and the announcement does not omit
anything likely to affect the importance of such information.
13. ADVISOR
PSG Capital (Pty) Limited has been appointed by RGT as corporate
advisor and transaction designated advisor to RGT and will be
responsible for the drafting of all documentation, including but
not limited to the SENS announcements and/or the Circular
documentation as may be required by the Company to execute the
Scheme.
14. COSTS
Upon the successful implementation of the Scheme, Halls Tech shall
be responsible for all of the agreed costs associated with the
implementation of the Scheme.
15. GOVERNING LAW
The Scheme will be governed by and construed in accordance
with the laws of South Africa and shall be subject to the
exclusive jurisdiction of the South African courts.
Johannesburg
30 April 2013
Corporate Advisor and Transaction Designated Advisor: PSG Capital
Proprietary Limited
Designated Advisor: Arcay Moela Sponsors Proprietary Limited
Date: 30/04/2013 05:36:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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