Posting of Circular and Notice Convening the General Meeting
SECUREDATA HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1998/010017/06)
Share code: SDH ISIN: ZAE000096368
POSTING OF CIRCULAR AND NOTICE CONVENING THE GENERAL MEETING
Shareholders are referred to the joint announcement by SecureData and MB Technologies Investments
Proprietary Limited (“MB Tech”) released on SENS on 20 November 2013 and published in the South African
press on 21 November 2013 regarding the terms on which MB Tech has made an offer to acquire the entire
issued ordinary share capital of SecureData excluding treasury shares, being 227 128 521 (two hundred and
twenty seven million one hundred and twenty eight thousand five hundred and twenty one) SecureData shares
(“SecureData Shares”), by way of a scheme of arrangement (“Scheme”) to be proposed by the SecureData
Board between SecureData and the holders of the SecureData Shares (“SecureData Shareholders”), in terms
of section 114(1)(c) of the Companies Act, No 71 of 2008, as amended (“the Companies Act”).
SecureData 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 SecureData
Shareholders ("General Meeting") was posted to SecureData Shareholders on 19 December 2013.
2. NOTICE CONVENING THE GENERAL MEETING
Notice is hereby given that the General Meeting will be held at 10:00 on Tuesday, 21 January 2014 at the office
of SecureData, 3021 William Nicol Drive, Bryanston, 2021, 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.
Record date to determine which SecureData Shareholders are entitled to
receive the Circular Friday, 13 December
Circular posted to SecureData Shareholders and notice convening the
General Meeting released on SENS on Thursday, 19 December
Notice convening the General Meeting published in the South African press
on Friday, 20 December
Last day to trade SecureData Shares in order to be recorded in the Register
to vote at the General Meeting (see note 2 below) on Friday, 3 January
Record date to be eligible to vote at the General Meeting, being the Scheme
Voting Record Date, by close of trade on Friday, 10 January
Last day to lodge forms of proxy in respect of the General Meeting by 10:00
on Friday, 17 January
Last date and time for SecureData Shareholders to give notice of their
objections to the special resolution approving the Scheme by no later than
10:00 on Tuesday, 21 January
General Meeting to be held at 10:00 on Tuesday, 21 January
Results of the General Meeting released on SENS on Tuesday, 21 January
Results of the General Meeting published in the South African press on Wednesday, 22 January
If the Scheme is approved by SecureData 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 SecureData Shareholders can make application to the
Court in terms of section 115(3)(b) of the Companies Act on Wednesday, 5 February
Last date for SecureData to give notice of adoption of the special resolution
approving the Scheme to SecureData Shareholders objecting to the special
resolution on Wednesday, 5 February
If no Shareholders exercise their rights in terms of section 115(3)(b) of the
Finalisation Date expected to be on Friday, 14 February
Finalisation Date announcement expected to be released on SENS on Friday, 14 February
Finalisation Date announcement expected to be published in the South
African press on Monday, 17 February
Expected Scheme LDT, being the last day to trade SecureData Shares on
the JSE in order to be recorded in the Register to receive the Scheme
Consideration, on Friday, 21 February
Suspension of listing of SecureData Shares on the JSE expected to take
place at the commencement of trade on Monday, 24 February
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, 28 February
Expected Operative Date of the Scheme on Monday, 3 March
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, 3 March
Dematerialised Scheme Participants expected to have their accounts (held at
their CSDP or broker) credited with the Scheme Consideration on or about Monday, 3 March
Termination of listing of SecureData Shares on the JSE expected to take
place at the commencement of trade on or about Tuesday, 4 March
1. All dates and times may be changed by mutual agreement between SecureData and MB Tech (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. SecureData 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, SecureData
Shareholders who acquire SecureData Shares after close of trade on Friday, 3 January 2014 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 SecureData Shares may not be dematerialised or rematerialised after Friday, 21
5. If the Scheme is approved by an insufficient number of Scheme Members at the General Meeting so that a Scheme
Member may require SecureData 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. SecureData 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.
SecureData 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.
19 December 2013
Corporate Advisor and Sponsor to SecureData
Legal Adviser to SecureData
AB Scarrott Attorneys
Nodus Capital Proprietary Limited
Corporate Adviser to MB Tech
Investec Bank Limited
Legal Advisor to MB Tech
Cliffe Dekker Hofmeyr Inc.
Date: 19/12/2013 03:36:00 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.
Email this JSE Sens Item to a Friend.