SABLE HOLDINGS LIMITED - Potential Delisting of the company's shares,offer to repurchase shares,posting of circular and cautionary withdrawal

Release Date: 18/06/2013 15:52
Code(s): SBL
 
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Potential Delisting of the company's shares,offer to repurchase shares,posting of circular and cautionary withdrawal

SABLE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1968/010636/06)
JSE code: SBL ISIN: ZAE000006383
(“Sable” or “the Company”)

POTENTIAL DELISTING OF THE COMPANY’S SHARES FROM THE JSE LIMITED, AN OFFER TO REPURCHASE COMPANY SHARES, POSTING OF CIRCULAR 
INCORPORATING A NOTICE OF SCHEME MEETING AND WITHDRAWAL OF CAUTIONARY


INTRODUCTION

Shareholders are referred to the previous announcements released on SENS regarding the possible delisting of the Company’s
shares from the AltX board of the JSE Limited (“JSE”).

Shareholders are advised that the Company proposes making an offer to all Sable shareholders to acquire their shares in the
Company for a cash offer price of R28.00 per Sable share to be effected by way of a scheme of arrangement (the “scheme”) in
terms of section 48 as read with section 114 of the Companies Act, 2008 (“Companies Act”), whereafter the Company will delist
from the JSE.

The scheme will afford shareholders an opportunity to either monetise their investment in the Company at a fair price or to
continue holding shares in the Company in an unlisted environment. All shareholders shall be entitled to elect to remain invested
in the Company.

TERMS AND CONDITIONS OF THE OFFER TO REPURCHASE SHARES

The Company will make an offer to all shareholders to purchase their Sable shares (the “offer”).

The offer price will be R28.00 per Sable share (which will be paid in cash) (the “offer price”). The independent expert, Grant
Thornton Advisory Services Proprietary Limited, has issued a report in which it opines that the terms and conditions of the offer
and the offer price are fair and reasonable to Sable shareholders. The full report will be contained in the circular to be issued to
shareholders today, being Tuesday, 18 June 2013.

The scheme is subject to the fulfilment or waiver (where applicable) of the following conditions precedent on or before
30 September 2013:

     -   the scheme is approved by a special resolution adopted by the requisite number of persons in terms of section 115(2)(a)
         of the Companies Act;

     -   all regulatory approvals and consents necessary in respect of the scheme being obtained, including but not limited to
         approvals and consents from the Takeover Regulation Panel (including without limitation, the issue of a compliance
         certificate by the Takeover Regulation Panel in respect of the scheme in terms of section 119(4) of the Companies Act);

     -   no person who voted against the special resolution referred to above:

             o     requires the Company to seek court approval in terms of section 115(3)(a) of the Companies Act within 5
                   business days after the vote; and

             o     no leave is granted by the court, on an application within 10 business days after the vote, to any person in terms
                   of section 115(3)(b) of the Companies Act to any such person.

         This condition precedent may be waived by the Company on condition that the court approves the special resolution in
         terms of section 115(3) of the Companies Act.

     -   within the period prescribed under section 164(7) of the Companies Act, no valid demands have been received by the
         Company in terms of such section in respect of ordinary shares representing more than 5% of the total issued shares in
         the Company. This condition precedent may be waived (in whole or in part) by the Company;

     -   the delisting is approved by an ordinary resolution adopted by the requisite number of persons in terms of paragraph 1.14
         of section 1 of the JSE Listings Requirements.

The offer is subject to the scheme becoming unconditional and thus capable of implementation on or before 30 September 2013.

The delisting is subject to the offer becoming unconditional in accordance with its terms on or before 30 September 2013.
IRREVOCABLE UNDERTAKINGS

Irrevocable undertakings have been given by shareholders holding 90.3% of the voting shares exercisable at the scheme meeting
to attend the scheme meeting and vote in favour of all resolutions required to implement the scheme and the delisting.

Irrevocable undertakings have been given by shareholders holding 82.9% of the shares in issue (excluding treasury shares) to elect
not to accept the cash offer. Accordingly the maximum aggregate number of shares which may be repurchased by the Company
under the offer for the offer price will be 1 564 994 Sable shares (amounting to a maximum aggregate cash consideration payable
by the Company of R43.8 million).

GBJ Bowes, a director of the Company holding 60 000 shares, representing 0.7% of the voting rights, has undertaken to (i) vote in
favour of all resolutions required to implement the scheme and the delisting and (ii) not accept the offer in respect of 30 000 of his
Sable shares and to retain such investment in Sable post the delisting.

Isdale Holdings BV has irrevocably undertaken to not accept the offer and vote in favour of all resolutions required to implement
the scheme and the delisting in respect of its 7 560 430 Sable shares, representing 82.4% of Sable’s issued share capital.

For purposes of determining whether ordinary resolution number 1 (delisting resolution) has been passed by the requisite majority
of shareholders, as required in terms of paragraph 1.15 of the JSE Listings Requirements, more than 50% of the votes of all
shareholders present or represented by proxy at the scheme meeting, excluding Isdale Holdings BV, its associates and any party
acting in concert, must be cast in favour of such resolution.

POSTING OF CIRCULAR AND NOTICE OF SCHEME MEETING

A circular (the “circular”) providing further information of the scheme including the offer and the delisting and containing a
notice of scheme meeting has been posted to Sable shareholders today, being Tuesday, 18 June 2013.

A scheme meeting of Sable shareholders will be held at 15h00 on Monday, 22 July 2013 at Abcon House, Fairway Office Park,
52 Grosvenor Road, Bryanston, 2021.


IMPORTANT DATES AND TIMES IN RELATION TO THE SCHEME, THE OFFER AND THE DELISTING


                                                                                                           2013

Record date to determine which shareholders are eligible to receive the Circular                           Friday, 7 June

Circular posted to Sable shareholders and notice convening scheme meeting released on SENS on              Tuesday, 18 June

Last day to trade in Sable shares in order to be recorded in the register on the voting record date (see
note 2 below) on                                                                                           Friday, 5 July

Voting record date to vote at the scheme meeting being 17:00 on                                            Friday, 12 July

Last day for receipt of proxies for the Sable shareholders’ scheme meeting by 15:00 (see note 3
below) on                                                                                                  Thursday, 18 July

Last date and time for Sable shareholders to give notice to Sable objecting to the special resolution
approving the scheme by 15:00 on                                                                           Monday, 22 July

Sable shareholders’ scheme meeting to be held at 15:00 on                                                  Monday, 22 July

Results of scheme meeting released on SENS on                                                              Monday, 22 July

Offer opens on                                                                                             Thursday, 1 August

Receive compliance certificate from Takeover Regulation Panel                                              Thursday, 8 August

If the scheme becomes capable of implementation

Finalisation date announcement expected to be released on SENS on                                          Friday, 16 August
                                                                                                                     


                                                                                                                         2013

Last day to trade in Sable shares in order to participate in the offer (see note 5 below) on                  Friday, 23 August

Suspension of listing of Sable shares at commencement of trading on                                           Monday, 26 August

Offer price record date and offer closes (at 12:00), being the date on which Sable shareholders
recorded in the register who have elected to accept the offer (or who have made no election and thus
are deemed to have elected to accept the offer and receive the offer price) will receive the offer price      Friday, 30 August

Expected implementation date of the scheme on                                                                 Monday, 2 September

Offer price posted to certificated shareholders (if documents of title are received on or prior to 12:00
on the offer price record date) on or about                                                                   Monday, 2 September

Dematerialised shareholders accounts (held at their CSDP or broker) credited with the offer price on          Monday, 2 September

Expected termination of listing of Sable shares on the JSE at the commencement of trading on or
about                                                                                                         Tuesday, 3 September

Notes:

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.
2.       Sable shareholders should note that as transactions in shares are settled in the electronic settlement system used by Strate,
         settlement of trades takes place 5 business days after such trade. Therefore persons who acquire Sable 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 Sable shares on or prior to the offer price last day to trade, participate in the offer.
3.       If a form of proxy is not received by the time and date shown above or not less than 48 hours before recommencement of
         any adjourned or postponed meeting, it may be handed to the Chairman of the scheme meeting not later than ten minutes
         before the scheme meeting is due to commence or recommence.
4.       All times given in this circular are local times in South Africa.
5.       Sable share certificates may not be dematerialised or rematerialised after the offer price last day to trade.

UNAUDITED PRO FORMA FINANCIAL INFORMATION

The table below sets out the unaudited pro forma financial effects of the scheme and the offer based on Sable’s published interim
results for the six month period ended 31 December 2012. These financial effects are the responsibility of the directors of Sable
and they have been prepared for illustrative purposes only, in order to provide information about the financial position of Sable
assuming that the scheme and the offer had been implemented on 1 July 2012 for purposes of statement of comprehensive income
and on 31 December 2012 for purposes of statement of financial position.

The independent reporting accountants’ report on the pro forma financial information is contained in the circular.

The table below reflects the unaudited pro forma financial effects of the offer on a Sable shareholder:

                                                                      Before              After              % change

 Net asset value per share (cents)                                    4 587               4 913                7.1%

 Loss per share (cents)                                               (34.3)              (106.7)            (411.5)%

 Headline loss per share (cents)                                      (14.1)              (82.4)             (685.1)%



Notes and assumptions:

1.   The numbers in the “Before” column have been extracted from Sable's published unaudited interim results for the period
     ended 31 December 2012
2.   The numbers in the “After” column assume the repurchase of 1 564 994 Sable shares for the offer price of R28.00 per share.


WITHDRAWAL OF CAUTIONARY
Shareholders are advised that following the publication of the terms and financial effects of the scheme and the offer shareholders
are no longer required to exercise caution when dealing in their shares in the Company.


18 June 2013


Corporate advisor, legal advisor and designated advisor

Java Capital

Independent expert
Grant Thornton Advisory Services Proprietary Limited

Independent reporting accountants
Mazars

Date: 18/06/2013 03:52:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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