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Posting of Circular and Notice Convening the General Meeting
RACEC GROUP LIMITED
Incorporated in the Republic of South Africa
(Registration number 1998/006153/06)
Share code: RAC ISIN: ZAE000105409
(“RACEC”)
POSTING OF CIRCULAR AND NOTICE CONVENING THE GENERAL MEETING
1. INTRODUCTION
Shareholders are referred to the joint announcement by RACEC and Grindrod Holdings (South Africa)
Proprietary Limited (“Grindrod Holdings”) released on SENS on 18 July 2013 and published in the South
African press on 19 July 2013 regarding the terms on which Grindrod Holdings has made an offer to acquire the
entire issued ordinary share capital of RACEC (“RACEC Shares”), other than 45 472 509 (forty five million four
hundred and seventy two thousand five hundred and nine) of the RACEC Shares held by Solethu Civils, being
135 692 865 (one hundred and thirty five million six hundred and ninety two thousand eight hundred and sixty
five) RACEC Shares (“Scheme Shares”), by way of a scheme of arrangement (“Scheme”) to be proposed by
the RACEC Board between RACEC and the holders of the Scheme Shares (“RACEC Shareholders”), in terms
of section 114(1)(c) of the Companies Act, No 71 of 2008, as amended (“the Companies Act”).
RACEC Shareholders are hereby advised that the circular ("Circular") providing them with the relevant
information regarding the Scheme and incorporating, inter alia, a notice convening a meeting of the RACEC
Shareholders ("General Meeting") was posted to RACEC Shareholders on 16 August 2013.
2. NOTICE CONVENING THE GENERAL MEETING
Notice is hereby given that the General Meeting will be held at 10:00 on Monday, 16 September 2013 at Kelvin
Grove, Newlands, Cape Town, for the purpose of considering, and, if deemed fit, passing, with or without
modification, the resolutions set out in the notice convening the General Meeting.
3. IMPORTANT DATES AND TIMES
The important dates and times relating to the Scheme (“Timetable”) are set out below. Words and expressions
in the Timetable and the notes thereto shall have the same meanings as assigned to them in the Circular.
2013
Record date to determine which RACEC Shareholders are entitled to receive
the Circular Thursday, 8 August
Circular posted to RACEC Shareholders and notice convening the General
Meeting released on SENS on Friday, 16 August
Notice convening the General Meeting published in the South African press
on Monday, 19 August
Last day to trade RACEC Shares in order to be recorded in the Register to
vote at the General Meeting (see note 2 below) on Friday, 30 August
Record date to be eligible to vote at the General Meeting, being the Scheme
Voting Record Date, by close of trade on Friday, 6 September
Last day to lodge forms of proxy in respect of the General Meeting by 10:00
on Thursday, 12 September
Last date and time for RACEC Shareholders to give notice of their objections
to the special resolution approving the Scheme by no later than 10:00 on Monday, 16 September
General Meeting to be held at 10:00 on Monday, 16 September
Results of the General Meeting released on SENS on Monday, 16 September
Results of the General Meeting published in the South African press on Tuesday, 17 September
If the Scheme is approved by RACEC Shareholders at the General Meeting
with sufficient voting rights such that no Shareholder may require the
Company to obtain Court approval for the Scheme as contemplated in
section 115(3)(a) of the Companies Act:
Last date on which RACEC Shareholders can make application to the Court
in terms of section 115(3)(b) of the Companies Act on Monday, 30 September
Last date for RACEC to give notice of adoption of the special resolution
approving the Scheme to RACEC Shareholders objecting to the special
resolution on Monday, 30 September
If no Shareholders exercise their rights in terms of section 115(3)(b) of the
Companies Act:
Finalisation Date expected to be on Friday,11 October
Finalisation Date announcement expected to be released on SENS on Friday, 11 October
Finalisation Date announcement expected to be published in the South
African press on Monday, 14 October
Expected Scheme LDT, being the last day to trade RACEC Shares on the
JSE in order to be recorded in the Register to receive the Scheme
Consideration, on Friday, 18 October
Suspension of listing of RACEC Shares on the JSE expected to take place at
the commencement of trade on Monday, 21 October
Expected Scheme Consideration Record Date, being the date on which
Scheme Participants must be recorded in the Register to receive the Scheme
Consideration, by close of trade on Friday, 25 October
Expected Operative Date of the Scheme on Monday, 28 October
Scheme Consideration expected to be paid/posted to certificated Scheme
Participants (provided their form of acceptance, surrender and transfer (blue)
and Documents of Title are received on or prior to 12:00 on the Scheme
Consideration Record Date) on or about Monday, 28 October
Dematerialised Scheme Participants expected to have their accounts (held at
their CSDP or broker) credited with the Scheme Consideration on or about Monday, 28 October
Termination of listing of RACEC Shares on the JSE expected to take place at
the commencement of trade on or about Tuesday, 29 October
Notes:
1. All dates and times may be changed by mutual agreement between RACEC and Grindrod Holdings (subject to the
approval of the JSE and/or the Panel, if required). The dates have been determined based on certain assumptions
regarding the date by which certain regulatory approvals will have been obtained and that no Court approval or review
of the special resolution required to approve the implementation of the Scheme will be required. Any change in the
dates and times will be released on SENS and published in the South African press.
2. RACEC Shareholders should note that, as transactions in Shares are settled in the electronic settlement system used
by Strate, settlement of trades takes place five Business Days after such trade. Therefore, RACEC Shareholders who
acquire RACEC Shares after close of trade on Friday, 30 August 2013 will not be eligible to vote at the General
Meeting.
3. All times given in this document are local times in South Africa.
4. Share certificates in respect of RACEC Shares may not be dematerialised or rematerialised after Friday, 18 October
2013.
5. If the Scheme is approved by an insufficient number of Scheme Members at the General Meeting so that a Scheme
Member may require RACEC to obtain Court approval of the Scheme, as contemplated in section 115(3)(a) of the
Companies Act, and a Scheme Member in fact delivers such a request, the dates and times set out above will not be
relevant. RACEC Shareholders will be notified separately of the applicable dates and times under this process.
6. If any Scheme Member who votes against the Scheme exercises its rights in accordance with section 115(3)(b) of the
Companies Act applies to Court for a review of the transaction, the dates and times set out above will not be relevant.
RACEC Shareholders will be notified separately of the applicable dates and times under this process.
7. If the General Meeting is adjourned or postponed, forms of proxy (yellow) submitted for the initial General Meeting will
remain valid in respect of any adjournment or postponement of the General Meeting.
Johannesburg
16 August 2013
Corporate and Designated Advisor to RACEC
Merchantec Capital
Legal Adviser to RACEC
Werksmans Inc.
Independent Expert
BDO Corporate Finance Proprietary Limited
Corporate Adviser to Grindrod Holdings
Grindrod Bank Limited
Legal Advisor to Grindrod Holdings
Edward Nathan Sonnenbergs Inc.
Date: 16/08/2013 05:34:00 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
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
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,
information disseminated through SENS.