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Confirmation of section 114 scheme of arrangement, posting of circular and notice of general meeting
Muvoni Technology Group Limited
(formerly known as “Ideco Group Limited”)
Incorporated in the Republic of South Africa
Registration number 2001/023463/06
Share code: MTG
ISIN code: ZAE000167268
("Muvoni” or the “Company")
CONFIRMATION OF SECTION 114 SCHEME OF ARRANGEMENT, POSTING OF
CIRCULAR AND NOTICE OF GENERAL MEETING
1. CONFIRMATION OF SECTION 114 SCHEME OF ARRANGEMENT
1.1. Muvoni received and accepted a firm intention to make an offer letter
from Horizon Investment & Financial Services (Pty) Ltd (“Horizon”)
dated 15 April 2013 (the “Firm Intention to Make an Offer Letter” or “the
Offer”) and published a Firm Intention to Make an Offer Announcement
containing the salient features of the Offer on SENS on 15 April 2013
(the “Announcement”).
1.2. The board have resolved that a scheme of arrangement (the “Scheme”)
in terms of section 114 of the Companies Act, 2008 (the “Companies
Act”) (read with section 115 of the Companies Act) is proposed by the
board of Muvoni between Muvoni and its shareholders in terms of which
Horizon will acquire 15,41% of the Muvoni shares for a scheme
consideration of 20 cents per Muvoni share (comprising all issued
shares in the capital of Muvoni other than the Muvoni shares held by
Excluded Shareholders, as defined in the Announcement) on the terms
and conditions set out in more detail in the Announcement and in the
section 114 scheme circular to Muvoni shareholders dated 14 May 2013
(the “Circular”).
2. POSTING OF CIRCULAR
Muvoni shareholders are hereby advised that the Circular containing
details of the Scheme and incorporating a notice of general meeting was
posted to Muvoni shareholders today. Muvoni shareholders are also
hereby advised to review the Circular for the terms and conditions to the
Scheme.
3. NOTICE OF GENERAL MEETING OF MUVONI SHAREHOLDERS
Notice is hereby given that a general meeting of Muvoni shareholders
will be held at the offices of the Company at 267 West Street, Centurion,
Gauteng, South Africa at 10:00 on Friday, 14 June 2013 or at any other
adjourned or postponed time and date determined in accordance with
the provisions of the Companies Act (as read with the JSE Limited
Listings Requirements) for the purpose of considering and, if deemed fit,
passing, with or without modification, the resolutions set out in the
notice of general meeting included in the Circular.
4. IMPORTANT DATES AND TIMES RELATING TO THE SCHEME
The definitions and interpretations commencing on page 8 of the
Circular shall apply to these important dates and times relating to the
Scheme set out below.
Record date for the distribution of the circular on Friday, 3 May
Circular posted to Muvoni shareholders and notice convening the general Tuesday, 14 May
meeting published on SENS
Last day to trade in Muvoni shares on the JSE in order to be recorded in the
register to participate in and vote at the scheme meeting (see note 4 below) Friday, 31 May
on
Record date to be eligible to participate in and vote at the scheme meeting by Friday, 7 June
17:00 on
Last day to lodge forms of proxy in respect of the scheme meeting by 10:00 Wednesday, 12 June
on (see notes 5 and 6 below)
Last date for shareholders to give Muvoni written notice objecting to the Friday, 14 June
scheme in terms of section 164(3) of the Companies Act by no later than
10:00
Scheme meeting to be held at 10:00 on Friday, 14 June
Publication of results of the scheme meeting on SENS on Friday, 14 June
Last day on which Muvoni shareholders can require Muvoni to seek court Monday, 24 June
approval in terms of section 115(3)(a) of the Companies Act on
Last day on which Muvoni shareholders can apply to court for leave to review Monday, 1 July
the transaction in terms of section 115(3)(b) of the Companies Act on
Finalisation date expected to be on Monday, 8 July
Finalisation date announcement to be published on SENS on Monday, 8 July
Last day to trade Muvoni shares on the JSE in order to be recorded in the Friday, 19 July
register to receive the scheme consideration on
Suspension of listing from the Alt-X board of the securities exchange owned Monday, 22 July
and operated by the JSE of Muvoni shares at commencement of trading on
Scheme record date, being the time and date on which scheme participants Friday, 26 July
must be recorded in the register to receive the scheme consideration, which
is expected to be by 17:00 on
Expected operative date of the scheme on Monday, 29 July
Scheme consideration expected to be paid/posted to certificated scheme
participants (if documents of title are received on or prior to 12:00 on the Monday, 29 July
scheme record date) on or about
Dematerialised scheme participants expected to have their accounts (held at Monday, 29 July
their CSDP or broker) updated on
Termination of listing of Muvoni shares from the Alt-X board of the securities Tuesday, 30 July
exchange owned and operated by the JSE at the commencement of trading
on or about
Notes:
1. All dates and times may be changed by mutual agreement between Muvoni and Horizon
and/or may be subject to the obtaining of certain regulatory approvals. Any change will
be published on SENS.
2. All dates and times have been determined on the basis that no Court approval or review
of the special resolution will be required. Should Muvoni be notified that one or more
shareholders intends to object to the scheme in terms of section 115 of the Companies
Act, or dissent in terms of section 164 of the Companies Act, and objection/s or dissent/s
result in a change to the abovementioned timetable, Muvoni will publish any changes on
SENS.
3. As the salient dates and times are subject to change, they may not be regarded as consent
or dispensation for any time periods which may be required in terms of the Companies
Act or the Takeover Regulations where applicable, and any such consents or
dispensations must be specifically applied for, and granted.
4. Muvoni shareholders should note that as transactions in Muvoni shares are settled in the
electronic settlement system used by Strate, settlement of trades takes place five
business days after such trade. Therefore Muvoni shareholders who acquire Muvoni
shares after Friday, 31 May 2013 will not be eligible to vote at the scheme meeting.
5. If a form of proxy is not received by the time and date shown above, it may be handed to
the chairperson of the scheme meeting at any time immediately before the appointed
proxy exercises any of the shareholder rights at 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
meeting.
7. All times given in this document are local times in South Africa.
8. Share certificates may not be dematerialised or rematerialised after Friday, 19 July 2013.
Rosebank
14 May 2013
Transactional Designated Advisor to Muvoni: PSG Capital
Legal advisor to Muvoni: ENS
Corporate Advisor to Muvoni: DEA-RU
Date: 14/05/2013 03:00:00 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
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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,
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