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SEARDEL INVESTMENT CORPORATION LTD - Posting Of Circular And Notice Of General Meeting

Release Date: 18/12/2013 14:00
Code(s): SER SRN     PDF:  
Wrap Text
Posting Of Circular And Notice Of General Meeting

SEARDEL INVESTMENT CORPORATION LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1968/011249/06
N-Shares share code: SRN; Ordinary Shares share code: SER
ISIN: ZAE000030144; ISIN: ZAE000029815
(“Seardel” or “the Company”)

POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING


1.   INTRODUCTION

     Seardel ordinary shareholders and N-ordinary shareholders (collectively, the "Seardel Shareholders") are referred to
     the announcement released by Seardel on SENS on Tuesday, 29 October 2013 and published in the press on
     Wednesday, 30 October 2013, regarding the disposal by Seardel Group Trading Proprietary Limited, a wholly-owned
     subsidiary of Seardel, of its apparel manufacturing business, excluding the Lesotho operation, to the Southern African
     Clothing and Textile Workers Union (the “Proposed Transaction”).

     Seardel Shareholders are hereby advised that a circular (“Circular”) has been posted to Seardel Shareholders today
     containing, inter alia:
     •   details of the Proposed Transaction;
     •   a notice convening the general meeting of the Seardel Shareholders (“General Meeting”); and
     •   a form of proxy to vote at the General Meeting (for use only by Certificated Seardel Shareholders and Own-name
         Dematerialised Seardel Shareholders).

     Seardel Shareholders are advised that the Proposed Transaction is subject to the fulfilment of certain conditions
     precedent detailed in the Circular, and are advised to review the Circular for a summary of the key terms and conditions
     of the Proposed Transaction.

2.   NOTICE OF SEARDEL SHAREHOLDERS MEETING

     The General Meeting will be held at the offices of Seardel, 1 Moorsom Avenue, Epping Industria 2, Cape Town, 7460, on
     Tuesday, 21 January 2014 at 10:00 to consider and, if deemed fit, pass, with or without modification, the resolutions
     necessary to implement the Proposed Transaction.

3.   IMPORTANT DATES AND TIMES

     The important dates and times in relation to the General Meeting are set out below:


                                                                                                2013

     Notice record date, being the date on which a Seardel Shareholder must
     be registered in Seardel’s securities register in order to be eligible to
     receive the notice convening the General Meeting, on                                      Friday, 6 December

     Circular posted to Seardel Shareholders and notice convening the General
     Meeting released on SENS on                                                               Wednesday, 18 December

     Notice convening the General Meeting published in the South African press on              Thursday, 19 December
     

                                                                                               2014

     Last day to trade in ordinary shares and N-ordinary shares of Seardel in
     order to be recorded in Seardel’s securities register to participate in and
     vote at the General Meeting                                                               Friday, 3 January
     
     Record date for the General Meeting, being the date on which a Seardel
     Shareholder must be registered in Seardel’s securities register in order to
     be eligible to attend and participate in the General Meeting and to vote
     thereat, by close of trade on                                                             Friday, 10 January

     Proxy forms in respect of the General Meeting to be lodged with the
     Transfer Secretaries, for administrative purposes, by 10:00, on (or may
     thereafter be lodged by hand with Seardel prior to 10:00 on Tuesday, 21
     January 2014)                                                                             Friday, 17 January

     General Meeting held at 10:00 on                                                          Tuesday, 21 January

     Results of the General Meeting released on SENS on                                        Tuesday, 21 January


Notes:

     1.   All dates and times are subject to amendment at the discretion of Seardel. Any change will be published on SENS
          and in the South African press.
     2.   Seardel Shareholders should note that, as transactions in ordinary shares and N-ordinary shares of Seardel are
          settled in the electronic settlement system used by Strate, settlement of trades takes place 5 business days after
          such trade. Therefore, Seardel Shareholders who acquire ordinary shares and N-ordinary shares of Seardel after
          Friday, 3 January 2014 will not be eligible to participate in and vote at the General Meeting.
     3.   All times are local times in South Africa.



Cape Town
18 December 2013

Investment Bank and Transaction Sponsor
Investec Corporate Finance

Legal Advisor
Taback and Associates Proprietary Limited

Reporting Accountants
KPMG Inc.

Independent Expert
BDO Corporate Finance Proprietary Limited

Date: 18/12/2013 02:00:00 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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