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Posting of circular and notice of general meeting of the proposed disposal of Pro-Roof and a specific repurchase.
ANDULELA INVESTMENT HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1950/037061/06)
JSE share code: AND ISIN: ZAE000172870
(“Andulela” or “the company”)
POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING IN RESPECT OF, INTER ALIA, THE PROPOSED CATEGORY 1 DISPOSAL BY
ANDULELA OF ITS WHOLLY OWNED SUBSIDIARY PRO-ROOF STEEL MERCHANTS PROPRIETARY LIMITED (“PRSM”) TO A RELATED PARTY
AND A SPECIFIC REPURCHASE OF ANDULELA SHARES
INTRODUCTION
Andulela shareholders are referred to the previous announcement released on SENS on 4 December 2013
relating to:
- the proposed Category 1 disposal by Andulela of its wholly owned subsidiary Pro-Roof Steel
Merchants Proprietary Limited to Steelmin Investment Holdings Proprietary Limited and The Rafik
Mohamed Family Trust (a related party) (“the purchasers”) (“the disposal”); and
- a specific repurchase of 16 112 743 Andulela shares from the purchasers (“the specific
repurchase”),
(collectively the “transaction”).
Shareholders are advised that Andulela has posted a circular (the “circular”) relating to, inter alia, the
transaction on Thursday, 13 February 2014. The circular contains a notice of general meeting of Andulela
shareholders, to be held at the registered office of Andulela being 108 4th Street, Parkmore, Sandton,
Johannesburg at 10h00 on Friday, 14 March 2014, (the “general meeting”) to consider and, if deemed fit,
pass with or without modification the resolutions set out in the notice of general meeting.
The circular is also available in electronic format on the company’s website at www.andulelaholdings.com.
OPINIONS AND RECOMENDATIONS
The board has appointed Mazars Corporate Finance Proprietary Limited (“Mazars” or “the independent
expert”) as the independent expert (which meets the requirements set out in section 114(2) of the Companies
Act, 2008 (“the Companies Act”) and Schedule 5 of the JSE Listings Requirements) to advise it on the
transaction and to compile a report in terms of section 114(3) of the Companies Act and the Takeover
Regulations and paragraphs 10.4(f) and 5.69(e) and Schedule 5 of the JSE Listings Requirements to the
board concerning the transaction.
The independent expert has advised the board that it has considered the terms and conditions of the
transaction and is of the opinion that these terms and conditions are fair and reasonable to Andulela
shareholders. The text of the letter from the independent expert is included in the circular.
The board having considered, inter alia, the independent advice of the independent expert and the terms and
conditions of the transaction, is of the opinion that these terms and conditions are fair and reasonable to
Andulela shareholders.
IMPORTANT DATES AND TIMES IN RELATION TO THE TRANSACTION
The important dates and times relating to the transaction are set out below.
2014
Circular posted to Andulela shareholders (recorded in the register on
Friday, 7 February 2014) and notice convening the general meeting
released on SENS on Thursday, 13 February
Notice convening the general meeting published in the press on Friday, 14 February
Last day to trade in Andulela shares in order to be recorded in the register
on the voting record date (see note 3 below) on Friday, 28 February
Voting record date to vote at the general meeting being 17h00 on Friday, 7 March
Last day for receipt of proxies for the Andulela shareholders’ general
meeting by 10h00 (see note 4 below) on Wednesday, 12 March
Last date and time for Andulela shareholders to give notice to Andulela
objecting to the specific repurchase special resolution approving the
specific repurchase by 10h00 on Friday, 14 March
Andulela shareholders’ general meeting to be held at 10h00 on Friday, 14 March
Results of general meeting released on SENS on Friday, 14 March
Results of general meeting published in the press on Monday, 17 March
Receive compliance certificate from Takeover Regulation Panel Monday, 17 March
Last date for Andulela to send objecting Andulela shareholders, if any,
notices of the adoption of the specific repurchase special resolution
approving the specific repurchase (this is a suspensive condition to the
transaction, which may be waived by Andulela)# Monday, 31 March
Expected date for fulfilment and/or waiver of all of the outstanding
suspensive conditions expected to be on# Monday, 31 March
Finalisation date expected to be on# Monday, 31 March
Finalisation date announcement expected to be released on SENS on# Monday, 31 March
Finalisation date announcement expected to be published in the press on# Tuesday, 1 April
Effective date of the disposal expected to be on# Tuesday, 1 April
Expected implementation date of the disposal on# Wednesday, 2 April
Expected termination of listing of Andulela consideration shares
repurchased on the JSE at the commencement of trading on or about# Wednesday, 9 April
Notes
1. All dates and times are subject to change. Any change will be released on SENS and published in the press.
2. Shareholders are referred to paragraphs 5.18 to 5.21 of the circular (which contain a summary of the dissenting
shareholders’ appraisal rights) regarding rights accorded to Andulela shareholders, the exercise of which may
affect the finalisation date and/or the implementation date.
3. Andulela 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 persons who acquire
Andulela shares after the voting last day to trade will not be eligible to vote at the general meeting.
4. If a form of proxy is not received by the time and date shown above or not less than 48 hours before
recommencement of any adjourned or postponed meeting, it may be handed to the chairman of the general
meeting not later than ten minutes before the general meeting is due to commence or recommence.
5. All times given in this circular are local times in South Africa.
6. # The last date for fulfilment and/or waiver of the suspensive conditions to the disposal agreement is 31 March
2014. The finalisation date, the implementation date as well as the date for the termination of listing of the
consideration shares will depend upon the date of fulfilment and/or waiver of the suspensive conditions. The date
for the fulfilment and/or waiver of the suspensive conditions may be extended by Andulela and the purchasers
until such later date as may be agreed in writing between Andulela and the purchasers. Accordingly, the
finalisation date, the implementation date as well as the date for the termination of listing of the consideration
shares may be earlier or later than that indicated in the timetable above but any such change will be released on
SENS and published in the press.
13 February 2014
Sponsor
Java Capital
Independent expert
Mazars Corporate Finance (Pty) Ltd
Reporting accountants and auditors
BDO
Attorneys
Glyn Marais
Date: 13/02/2014 01:34:00 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
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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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