RGT SMART MARKET INTELLIGENCE LTD - Posting of Joint Circular to Shareholders of RGT

Posting of Joint Circular to Shareholders of RGT

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”)

POSTING OF JOINT CIRCULAR TO SHAREHOLDERS OF RGT


1.   POSTING OF JOINT CIRCULAR

1.1.   Shareholders   are  referred   to   the  firm  intention
       announcement released on the Stock Exchange News Service
       on 30 April 2013 (“SENS”) wherein shareholders were
       advised that the board of directors of RGT had received
       a letter in terms of which Halls Technologies (Pty)
       Limited (“Halls Tech”) made a firm intention offer to
       acquire all of the ordinary shares in RGT not already
       held by its wholly owned subsidiary Lightstone (Pty)
       Limited by way of a scheme of arrangement in terms of
       section 114 of the Companies Act, 2008 (No. 71 of 2008),
       as amended (“Companies Act”), (“the Scheme”) (“the Firm
       Intention Offer”) as well as the subsequent delisting of
       RGT (“Firm Intention Announcement”).

1.2.   Further to the Firm Intention Announcement, shareholders
       are advised that a circular setting out the full details
       of   the  Scheme   was  posted   to  shareholders  today
       (“Circular”). The Circular includes, inter alia, the
       views and recommendations of the independent board of
       RGT regarding the Scheme as well as an opinion expressed
       by an independent expert thereon.

2.   GENERAL MEETING

     Shareholders are hereby given notice that the general
     meeting of the Company, at which shareholders will
     consider and vote on the ordinary and special resolutions
     pertaining to the Scheme, will be held at Protea Hotel
     Marine, between  5th and 6th Avenue, Marine  Drive,
     Summerstrand, Port Elizabeth at 10:00 on Monday, 24 June
     2013.

3.   IMPORTANT DATES AND TIMES

     The important dates and times in relation to the Scheme
     are set out below:
                                                       2013


Circular posted to RGT Shareholders and    Thursday, 23 May
Notice of General Meeting published on
SENS

Last day to trade in RGT Shares in           Friday, 7 June
order to be recorded in the register to
vote at the General Meeting (see note 4
below) on

Record date to be eligible to vote at       Friday, 14 June
the General Meeting by 17:00 on

Last day to lodge forms of proxy in       Thursday, 20 June
respect of the General Meeting by 10:00
on (see note 5 below)

Last date for Shareholders to give RGT      Monday, 24 June
written notice objecting to the Scheme
in terms of section 164(3) of the
Companies Act by no later than 10:00 on

General Meeting to be held at 10:00 on      Monday, 24 June

Publication of results of the General       Monday, 24 June
Meeting on SENS on

Last day on which RGT Shareholders can       Monday, 8 July
apply to Court for leave to review the
transaction in terms of section
115(3)(b) of the Companies Act on

Finalisation date expected to be on         Friday, 12 July

Finalisation date announcement to be        Friday, 12 July
published on SENS on

Last day to trade RGT Shares on the JSE     Friday, 19 July
in order to be recorded in the register
to receive the Scheme Consideration on

Suspension of listing on the JSE of RGT     Monday, 22 July
Shares at commencement of trading on

Scheme Consideration Record Date, being     Friday, 26 July
the time and date on which Scheme
Participants must be recorded in the
register to receive the Scheme
Consideration, which is expected to be
by 12:00 on

Expected Operative Date of the Scheme       Monday, 29 July
on

Scheme Consideration expected to be         Monday, 29 July
paid/posted to Certificated Scheme
Participants (if Documents of Title are
received on or prior to 12:00 on the
Scheme Consideration Record Date) on or
about

Dematerialised Scheme Participants          Monday, 29 July
expected to have their accounts (held
at their CSDP or Broker) updated on

Termination of listing of RGT Shares on    Tuesday, 30 July
the JSE at the commencement of trading
on or about

Notes:

1.   All dates and times may be changed by mutual agreement between
     RGT and Halls Tech and/or may be subject to the obtaining of
     certain regulatory permissions. Any change will be published on
     SENS.

2.   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 Companies
     Regulations, 2011 where applicable, and any such consents or
     dispensations must be specifically applied for, and granted.

3.   All times given herein are local times in South Africa.


Johannesburg
23 May 2013


Corporate Advisor and Transaction Designated Advisor: PSG
Capital Proprietary Limited

Designated Advisor: Arcay Moela Sponsors Proprietary Limited

Date: 23/05/2013 04:44:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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