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Posting of Circular and Notice of Scheme Meeting
SOUTHERN ELECTRICITY COMPANY LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1997/006894/06)
(Share code: SLO)
(ISIN: ZAE000041919)
(“SELCo”)
POSTING OF CIRCULAR AND NOTICE OF SCHEME MEETING
1. INTRODUCTION
SELCO shareholders are referred to the firm intention announcement released on the Stock Exchange
News Service ("SENS") on 25 September 2013 (“Firm Intention Announcement”) regarding, inter alia,
the offer received from Rural Maintenance ("Rural Maintenance") to acquire all the issued shares in
SELCo not already held by Resource Management Integration Group Limited ("REMIG"), the holding
company of Rural Maintenance, (“SELCo Shares”), by way of:
1.1. a scheme of arrangement in terms of section 114 of the Companies Act 71 of 2008, as amended,
("Companies Act"), to be proposed by the board of directors of SELCo ("SELCo Board") between
SELCo and its shareholders, excluding REMIG, ("SELCo Shareholders") ("Scheme"); or
1.2. if the Scheme is not proposed or implemented, an offer by Rural Maintenance to the SELCo
Shareholders to acquire the SELCo Shares ("Alternative Offer"),
(collectively the "Acquisition").
SELCO shareholders are hereby advised that a circular containing, inter alia, details of the Scheme and
the Alternative Offer, a notice convening a meeting of SELCO shareholders to, inter alia, consider and, if
deemed fit, approve the Scheme or the delisting of SELCo if the event that the Scheme is not proposed
or implemented and the Alternative Offer is deemed to be made (“Shareholders’ Meeting”), a form of
proxy and a form of surrender and transfer has been posted to Shareholders on Thursday, 31 October
2013 and is available on SELCO’s website at www.selco.co.za (“Circular”).
2. NOTICE OF SCHEME MEETING
The Shareholders Meeting will be held at 10:00 on Thursday, 28 November 2013 at the registered office
of SELCO at 99 Fascia Street, Slivertondale, Pretoria, for the purpose of considering and, if deemed fit,
passing, with or without modification, the resolutions required to approve the Scheme and certain
related matters, including the delisting of SELCo in the event that the proposed Scheme is not
implemented and the Alternative Offer is deemed to have been made.
3. SALIENT DATES AND TIMES
The salient dates and times relating to the Scheme are set out in the timetable below ("Timetable").
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 SELCo Shareholders are eligible to
receive the Circular Friday, 25 October
Circular posted to SELCo Shareholders on Thursday, 31 October
Notice of Shareholders’ Meeting released on SENS on Thursday, 31 October
Notice of Shareholders’ Meeting published in the South African
press on Friday, 1 November
Last day to trade in SELCo shares in order to be recorded in the
register to vote at the Shareholders’ Meeting (see note b below) on Friday, 15 November
Voting record date to vote at the Shareholders’ Meeting by close of
trading on Friday, 22 November
Last day to lodge forms of proxy in respect of the Shareholders’
Meeting by 10:00 on Tuesday, 26 November
Last date and time for SELCo Shareholders to give notice, in terms of
section 164 of the Companies Act, to SELCo objecting to the special
resolution by 10:00 (see note c below) on Thursday, 28 November
Shareholders’ Meeting to be held at 10:00 on Thursday, 28 November
Publication of results of the Shareholders’ Meeting on SENS on Thursday, 28 November
Publication of results of the Shareholders’ Meeting in the South
African press on Friday, 29 November
If the Scheme is approved by SELCo Shareholders at the
Shareholders’ Meeting:
Last date on which SELCo Sshareholders can require SELCo to seek
court approval for the Scheme in terms of section 115(3)(a) of the
Companies Act (if applicable) Friday, 6 December
Last date on which SELCo Shareholders can make application to the
court in terms of section 115(3)(b) of the Companies Act Friday, 13 December
Last date for SELCo to send objecting SELCo Shareholders notice of
the adoption of the special resolution approving the Scheme in
terms of section 164 of the Companies Act Friday, 13 December
If no SELCO Sshareholders exercise their rights in terms of section 115(3) of the Companies Act:
Finalisation announcement expected to be released on SENS Tuesday 17, December
Expected last day to trade in SELCo shares in order to be recorded in Tuesday, 24 December
the register to receive the Scheme consideration
Suspension of listing on the JSE of SELCo shares expected to be at
commencement of trading on Friday, 27 December
2014
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 trading on Friday, 3 January
The operative date of the Scheme is expected to be on Monday, 6 January
Scheme consideration is expected to be 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 Monday, 6 January
Dematerialised Scheme participants are expected to have their
accounts held at their CSDP or broker updated on or about Monday, 6 January
Termination of listing of SELCo Shares expected at the
commencement of trading on or about Tuesday, 7 January
Notes:
a) All dates and times may be changed by mutual agreement between SELCo and Rural
Maintenance and/or may be subject to the obtaining of certain regulatory approvals and/or
court approval or review of the special resolution. Any change will be published on SENS.
b) SELCo Shareholders should note that as transactions in SELCo shares are settled in the electronic
settlement system used by Strate, settlement of trades takes place five business days after such
trade. Therefore shareholders who acquire SELCo shares after Friday, 15 November 2013 will
not be eligible to vote at the shareholders’ meeting.
c) SELCo Shareholders who wish to exercise their appraisal rights are referred to section 3.6 of this
circular for the purposes of determining the relevant timing for the exercise of their appraisal
rights.
d) SELCo Shareholders who wish to exercise their right to obtain the approval of a court for the
scheme, in terms of section 115(3) of the Companies Act, should refer to Annexure 4 which
includes an extract of section 115 of the Companies Act. Should shareholders exercise their
rights in terms of section 115(3) of the Companies Act, the dates and times set out above will not
be relevant. SELCo Shareholders will be notified separately of the applicable dates and times
under this process.
e) All times given in this circular are local times in South Africa.
f) Share certificates may not be dematerialised after Tuesday, 24 December 2013.
g) If the Shareholders’ Meeting is adjourned or postponed, forms of proxy submitted for the initial
Shareholders’ Meeting will remain valid in respect of any adjournment or postponement of the
Shareholders’ Meeting.
h) Although the salient dates and times are stated to be subject to change, such statement may not
be regarded as consent or dispensation for any change to time periods which may be required in
terms of the Takeover Regulations, where applicable, and any such consents or dispensations
must be specifically applied for and granted.
Pretoria
31 October 2013
Sponsor and Corporate Advisor to SELCo: Grindrod Bank Limited
Auditors to SELCo: Mazars
Legal Advisors to SELCo: Webber Wentzel
Independent Expert to SELCo: BDO Corporate Finance Proprietary Limited
Date: 31/10/2013 03:35:00 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.
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