Wrap Text
Posting of circular and notice of scheme meeting
ALLIED TECHNOLOGIES LIMITED
Incorporated in the Republic of South Africa
Registration number 1946/020415/06
Share code ALT
ISIN: ZAE000015251
(“Altech”)
POSTING OF CIRCULAR AND NOTICE OF SCHEME MEETING
1. INTRODUCTION
Altech Shareholders are referred to the firm intention announcement dated 17 May 2013 (“Firm
Intention Announcement”) and subsequent update announcement dated 19 June 2013
released on SENS regarding the terms on which Altron Finance Proprietary Limited, a wholly-
owned subsidiary of Allied Electronics Corporation Limited (“Altron”), intends to acquire the
entire issued ordinary share capital of Altech that Altron and its subsidiaries do not already
own, by way of a scheme of arrangement (“Scheme”) in terms of section 114 of the
Companies Act 71 of 2008.
Altech Shareholders are hereby advised that a circular containing, inter alia, details of the
Scheme, a notice convening the Scheme meeting of Altech shareholders (“Scheme Meeting”),
a form of proxy and a form of election, surrender and transfer will be posted to Altech
Shareholders today and is available on Altech’s website at www.altech.com (“Circular”).
In the Firm Intention Announcement, Altech Shareholders were advised that the Scheme will be
subject to the fulfilment or waiver (in whole or in part) by Altron, of certain conditions precedent
by 16 August 2013 or such later date as Altron and Altech may agree to in writing. Altech
Shareholders are advised further that the aforementioned date has been extended to 31
August 2013 in order to allow for the fulfilment (or waiver, as the case may be) of certain
conditions precedent to the Scheme. Altech Shareholders are advised to review the Circular for
the terms and conditions of the Scheme.
2. NOTICE OF SCHEME MEETING
The Scheme Meeting of Altech Shareholders will be held at 11:00 on Friday, 26 July 2013 at
the registered office of Altech at Woodmead North Office Park, 54 Maxwell Drive, Woodmead,
Johannesburg, 2191, for the purpose of considering and, if deemed fit, passing, with or without
modification, the resolutions required to approve the Scheme.
3. SALIENT DATES AND TIMES
The salient dates and times relating to the Scheme (“Timetable”) are set out in the Timetable
hereunder. Words and expressions in the Timetable and notes thereto shall have the same
meaning as assigned to them in the Circular.
Action 2013
Record date to determine which Altech Shareholders are eligible to
receive the Scheme Circular Friday 21 June
Circular posted to Altech Shareholders and notice convening the
Scheme Meeting released on SENS on Thursday, 27 June
Notice convening the Scheme Meeting published in the South African Friday, 28 June
press on
Last day to trade Altech Shares in order to be recorded in the Register
to vote at the Scheme Meeting (see note 2 below) on Friday, 12 July
Record date to be eligible to vote at the Scheme Meeting, being the
Scheme Voting Record Date, by close of trade on Friday, 19 July
Last day to lodge forms of proxy in respect of the Scheme Meeting by Thursday, 25 July
11:00 on
Last date for Altech Shareholders to give notice of their objections to
the special resolution approving the Scheme by no later than 11:00 on Friday, 26 July
Scheme Meeting to be held at 11:00 on Friday, 26 July
Results of the Scheme Meeting released on SENS on Friday, 26 July
Results of the Scheme Meeting published in the South African press on Monday, 29 July
If the Scheme is approved by Altech Shareholders at the Scheme
Meeting but with sufficient opposing votes that Altech Shareholder
may require Altech to obtain Court approval for the Scheme as
contemplated in section 115(3)(a) of the Companies Act:
Last date on which Altech Shareholders can make application to the
Monday, 12 August
Court in terms of section 115(3)(a) of the Companies Act on
Last date for Altech to give notice of adoption of the special resolution
approving the Scheme to Altech Shareholders objecting to the special Monday, 12 August
resolution on
If no Altech Shareholders exercise their rights in terms of section
115(3)(a) of the Companies Act:
Finalisation Date expected to be on Friday, 26 July
Finalisation Date announcement expected to be released on SENS on Friday, 26 July
Finalisation Date announcement expected to be published in the
South African press on Monday, 29 July
Expected Scheme LDT, being the last day to trade Altech Shares on
the JSE in order to be recorded in the Register to receive the Scheme Thursday, 8 August
Consideration, on
Suspension of listing of Altech Ordinary Shares on the JSE expected Monday, 12 August
to take place at the commencement of trade on
Expected Scheme Consideration Record Date, being the date on
which Scheme Participants must be recorded in the Register to Friday, 16 August
receive the Scheme Consideration, by close of trade on
Last date on which the Scheme Participants can make an election in
Friday, 16 August
respect of the Scheme Consideration by 12:00 on
Expected Operative Date of the Scheme on Monday, 19 August
Scheme Consideration expected to be paid/posted to certificated
Scheme Participants (provided their form of election, surrender and
Monday, 19 August
transfer (blue) and Documents of Title are received on or prior to 12:00
on the Scheme Consideration Record Date) on or about
Dematerialised Scheme Participants expected to have their accounts
(held at their CSDP or Broker) credited with the Scheme Consideration Monday, 19 August
on or about
Termination of listing of Altech Ordinary Shares on the JSE expected Tuesday, 20 August
to take place at the commencement of trade on or about
Notes:
1. All dates and times may be changed by mutual agreement between Altech and Altron
(subject to the approval of the JSE and/or the TRP, if required). The dates have been
determined based on certain assumptions regarding the date by which certain
shareholder and regulatory approvals will be obtained and that no Court approval or
review of the special resolution will be required. Any change in the dates and times will be
released on SENS and published in the South African press.
2. Altech Shareholders should note that as transactions in Altech Shares are settled in the
electronic settlement system used by Strate, settlement of trades takes place five
Business Days after such trade. Therefore, Altech Shareholders who acquire Altech
Shares after close of trade on Friday, 12 July 2013 will not be eligible to vote at the
Scheme Meeting.
3. All times given in this announcement are local times in South Africa.
4. Share certificates may not be Dematerialised or rematerialised after Thursday, 8 August
2013.
5. If the Scheme is approved by an insufficient number of Altech Shareholders at the
Scheme Meeting so that an Altech Shareholder may require Altech to obtain Court
approval of the Scheme as contemplated in section 115(3)(a) of the Companies Act, and
an Altech Shareholder in fact delivers such a request, the dates and times set out above
will not be relevant. Altech Shareholders will be notified separately of the applicable dates
and times under this process.
6. If any Altech Shareholder who votes against the Scheme exercises its rights in terms of
section 115(3)(b) of the Companies Act and applies to Court for a review of the
transaction, the dates and times set out above will not be relevant. Altech Shareholders
will be notified separately of the applicable dates and times under this process.
Johannesburg
27 June 2013
Investment bank, financial adviser and sponsor
Investec Bank Limited
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HR Levin Attorneys, Notaries & Conveyancers
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KPMG Inc.
Independent Expert
PricewaterhouseCoopers Corporate Finance Proprietary Limited
Date: 27/06/2013 03:32:00 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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