Wrap Text
Joint announcement re posting of combined circular and notice general meeting
CONTROL INSTRUMENTS GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1964/003987/06)
Share Code: CNL
ISIN: ZAE000001665
(“Control Instruments”)
TORRE INDUSTRIAL HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number: 2012/144604/06)
Share Code: TOR
ISIN: ZAE000169322
(“Torre”)
JOINT ANNOUNCEMENT IN RESPECT OF THE PROPOSED OFFER BY TORRE TO CONTROL
INSTRUMENTS SHAREHOLDERS: DISTRIBUTION OF COMBINED CIRCULAR, NOTICE OF
GENERAL MEETING AND IMPORTANT DATES AND TIMES
1. INTRODUCTION
1.1 Shareholders are referred to the announcement dated 31 January 2014
issued by Torre and the subsequent announcement dated 3 February
2014 issued by Control Instruments regarding the firm intention by
Torre to make an offer to acquire up to 100% of the total issued
shares in Control Instruments not already owned by Torre, being 91
761 265 shares (the “Offer Shares”) (the “Firm Intention
Announcement”), by way of:
1.1.1 a scheme of arrangement in terms of section 114(1)(c) of the
Companies Act, No. 71 of 2008, as amended (the "Companies
Act"), to be proposed by the board of directors of Control
Instruments between Control Instruments and its shareholders
(“Shareholders”) other than Torre (the "Control Instruments
Shareholders") (the "Scheme"); or
1.1.2 if the Scheme is not proposed or fails, an offer by and at
the election of Torre to the Control Instruments Shareholders
to acquire the Offer Shares (the “General Offer”)
(the "Proposed Offer").
1.2 Subject to paragraph 7 below, all terms defined in the Firm
Intention Announcement shall bear the same meaning in this
announcement.
2. TERMINATION OF LISTING OF CONTROL INSTRUMENTS
2.1 The listing of the total issued shares of Control Instruments will
be terminated from the Main Board of the JSE pursuant to (i) the
implementation of the Scheme or (ii) if the Scheme fails and the
General Offer is made, the approval of an ordinary resolution to be
proposed at the general meeting of Shareholders (as referred in
paragraph 6 below) to approve such delisting in terms of section
1.14(a) of the JSE Listings Requirements (the “Delisting
Resolution”).
2.2 In terms of section 1.15 of the JSE Listings Requirements, the
votes of any controlling shareholder, its associates and any party
acting in concert will not be taken into account in determining the
results of the voting on the Delisting Resolution. Control
Instruments does not have any controlling shareholders.
3. INDEPENDENT EXPERT
3.1 In accordance with section 114(3) of the Companies Act and
regulation 90(1) of the Regulations, the Independent Board
appointed i capital advisers Proprietary Limited and Merchantec
Proprietary Limited as the joint independent expert (the “Joint
Independent Expert”) (which meet the requirements set out in
section 114(2) of the Companies Act) for the purposes of providing
an external independent opinion in regard to, inter alia, the
Scheme and the General Offer and to make appropriate
recommendations to the board of directors of Control Instruments
for the benefit of Control Instruments Shareholders to advise it on
the proposed Scheme and the General Offer.
3.2 Similarly, in accordance with paragraph 1.14(d) of the JSE Listings
Requirements, the board of directors of Control Instruments
appointed the Joint Independent Expert for the purposes of
providing an external independent opinion in regard to the fairness
of the General Offer Consideration insofar as same relates to the
termination of the listing of all the Shares from the Main Board of
the JSE, in the event that the Scheme fails but the General Offer
is made.
3.3 The Joint Independent Expert has advised the Independent Board that
it has considered the terms and conditions of the Scheme and the
General Offer and is of the opinion that these terms and conditions
are fair and reasonable in the case of both the Scheme and the
General Offer.
3.4 The text of the letter from the Joint Independent Expert is
included in the circular referred in paragraph 5 below (the
“Circular”).
3.5 The Independent Board, after due consideration of the report of the
Joint Independent Expert, concurs with the findings of the Joint
Independent Expert and hereby recommends that shareholders of
Control Instruments vote in favour of the Scheme and the Delisting
Resolution, to the extent they are permitted to do so in terms of
the Regulations and the JSE Listings Requirements, and to accept
the General Offer (if made).
4. CONDITIONS PRECEDENT
The implementation of the Proposed Offer was, as set out in the
Firm Intention Announcement, subject to the fulfilment or waiver
(as the case may be) of certain conditions. Shareholders are
referred to the Circular for further details of the conditions that
remain outstanding.
5. DISTRIBUTION OF THE CIRCULAR
Shareholders are advised that the Circular setting out the terms of
the Proposed Offer and incorporating, inter alia, a notice
convening a meeting of shareholders of Control Instruments (the "CI
General Meeting") (the “Notice”) will be distributed to
Shareholders on Thursday, 6 March 2014.
6. NOTICE CONVENING THE CI GENERAL MEETING
The Notice is enclosed in the Circular, which meeting will be held
at 10:00 on Monday, 7 April 2014 at 59 Merino Avenue, City Deep,
Johannesburg for the purpose of considering and, if deemed fit,
passing with or without modification, the resolutions set out in
the Notice.
7. IMPORTANT DATES AND TIMES IN RESPECT OF THE PROPOSED OFFER
The important dates and times in respect of the Proposed Offer are
set out below. Words and expressions in this timetable and the
notes thereto shall have the same meanings as assigned to them in
the Circular:
Action 2014
Record date to determine which Shareholders Friday, 21 February
are entitled to receive the Circular
Posting of the Circular to Shareholders and Thursday, 6 March
notice convening CI General Meeting released
on SENS
Notice published in the South African press Friday, 7 March
Last day to trade in Control Instruments Thursday, 20 March
Shares in order to be recorded on the
Register on the Voting Record Date (Voting
Last Day to Trade)
Voting Record Date in respect of being Friday, 28 March
eligible to vote at the CI General Meeting
Forms of proxy to be received by 10:00 Thursday, 3 April
Last date and time for Control Instruments Monday, 7 April
Shareholders to give notice, in terms of
section 164 of the Companies Act, to Control
Instruments objecting to the Scheme by 10:00
CI General Meeting to be held at 10:00 Monday, 7 April
Results of CI General Meeting released on Monday, 7 April
SENS
Timetable if the Scheme is approved (certain dates will be
confirmed in the finalisation announcement once the Scheme becomes
unconditional):
Action 2014
Last date on which Shareholders can require Monday, 14 April
Control Instruments to seek court approval
for the Scheme in terms of section 115(3)(a)
of the Companies Act (if applicable)
Last date on which Shareholders can make Tuesday, 22 April
application to the court in terms of section
115(3)(b) of the Companies Act
Last date for Control Instruments to send Tuesday, 22 April
objecting Control Instruments Shareholders
who did not vote in favour of the Scheme
notice of the adoption of the Special
Resolution approving the Scheme, in terms of
section 164 of the Companies Act
Last day for Control Instruments Thursday, 22 May
Shareholders who validly exercised their
appraisal rights to demand that Control
Instruments acquires their Offer Shares at
fair value, in terms of section 164 of the
Companies Act
If all the Scheme Conditions have been
fulfilled or waived (where capable of
waiver), save for the Scheme Condition in
respect of receipt of unconditional approval
from the TRP in terms of a compliance
certificate or exemption to be issued in
terms of the Companies Act in relation to
the Scheme
Expected date for receipt of compliance Wednesday, 23 April
certificate from TRP
Finalisation announcement expected to be Wednesday, 23 April
released on SENS
Finalisation announcement expected to be Thursday, 24 April
published in the South African press
Application for the termination of the Thursday, 24 April
listing of all the Shares from the Main
Board of the JSE expected to be lodged
Expected last day to trade in Shares in Friday, 9 May
order to be recorded on the Register on the
Scheme Record Date (Scheme Last Day to
Trade)
Expected date of the suspension of listing Monday, 12 May
of Shares on the JSE
Expected Scheme Record Date on which Friday, 16 May
Shareholders must be recorded in the
Register to receive the Scheme Consideration
Expected Operative Date of the Scheme Monday, 19 May
Expected date of payment/posting of Scheme Monday, 19 May
Consideration to Scheme Participants who
hold Certificated Shares (if the Form of
Surrender and Transfer and Documents of
Title are received on or prior to 12:00 on
the Scheme Record Date)
Expected date of updating the accounts of Monday, 19 May
Scheme Participants who hold Dematerialised
Shares held at their CSDP or broker
Expected termination of listing of Shares at Tuesday, 20 May
commencement of trade on the JSE
Timetable if Scheme is not approved:
If the Scheme fails, Torre will be entitled to elect to make the
General Offer to the Offer Shareholders within one Business Day
after the Scheme has failed, by announcing its election on SENS.
The following dates in respect of the General Offer will be
confirmed in an announcement should Torre so elect to make the
General Offer:
Action 2014
CI General Meeting to be held at 10:00 Monday, 7 April
Results of CI General Meeting and Torre's election Monday, 7 April
to make the General Offer released on SENS
Expected date of opening of General Offer (Opening Tuesday, 8 April
Date)
Expected date for receipt of compliance Wednesday, 23 April
certificate from TRP
Finalisation announcement expected to be released Wednesday, 23 April
on SENS
Finalisation announcement expected to be published Thursday, 24 April
in the South African press
Expected last day to trade to take up the General Friday, 23 May
Offer
Shares trade “ex” the General Offer Monday, 26 May
Expected General Offer Record Date Friday, 30 May
Expected General Offer Closing Date at 12:00 Friday, 30 May
Expected Offer Payment Date Monday, 2 June
Notes:
1. All dates and times in respect of the Scheme are subject to
change by mutual agreement between Control Instruments and Torre
and the approval of the JSE and the TRP and may be subject to
certain regulatory approval(s) including, but not limited to,
that of the Competition Authorities, being granted. Any change
will be released on SENS and published in the South African
press.
2. Although the salient dates and times are subject to change, such
statement may not be regarded as consent or dispensation for any
change to the time period which may be required in terms of the
Takeover Regulations, where applicable, and any such consent or
dispensation must be specifically applied for and approved by
the TRP.
3. The Shareholders are referred to paragraph 7 of the Circular
(which contains a summary of Dissenting Shareholders’ appraisal
rights in respect of the Scheme) regarding rights afforded to
the Shareholders, the exercise of which may affect the timing
regarding the implementation of the Scheme.
4. The 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 Shares after the Voting
Last Day to Trade (i.e. Thursday, 20 March 2014), will not be
eligible to vote at the CI General Meeting, but will, provided
the Scheme is approved and they acquire the Shares on or prior
to the Scheme Last Day to Trade (expected to be Friday, 9 May
2014), participate in the Scheme (i.e. sell their Shares to
Torre in accordance with the Scheme for the Scheme
Consideration).
5. A Shareholder may submit a proxy at any time before the
commencement of the CI General Meeting (or any adjournment of
the CI General Meeting) or hand it to the chairman of the
CI General Meeting before the appointed proxy exercises any of
the relevant Shareholders’ rights at the CI General Meeting (or
any adjournment of the CI General Meeting), provided that should
a Shareholder lodge a form of proxy with the Transfer
Secretaries less than 48 hours before the CI General Meeting,
such Shareholder will also be required to furnish a copy of such
form of proxy to the chairman of the CI General Meeting before
the appointed proxy exercises any of such Shareholder’s rights
at the CI General Meeting (or any adjournment of the CI General
Meeting).
6. If the CI General Meeting is adjourned or postponed, forms of
proxy submitted for the initial CI General Meeting will remain
valid in respect of any adjournment or postponement of the CI
General Meeting.
7. All times given in the Circular are local times in South
Africa.
8. If the Scheme is approved by the requisite majority, share
certificates may not be dematerialised or rematerialised after
the Scheme Last Day to Trade.
9. No dematerialisation or rematerialisation of Shares may take
place from the commencement of business on the Business Day
following the Scheme Last Day to Trade. The Scheme Last Day to
Trade is expected to be on Friday, 9 May 2014.
8. RESPONSIBILITY STATEMENT
The Independent Board, insofar as any information in this
announcement relates to Control Instruments and the directors of
Torre, insofar as any information in this announcement relates to
Torre:
8.1 have considered all statements of fact and opinion in this
announcement;
8.2 collectively and individually, accept full responsibility for
the accuracy of the information given;
8.3 certify that, to the best of their knowledge and belief, the
information is true and that there are no other facts, the
omission of which would make any statement false or misleading;
8.4 confirm that they have made all reasonable enquiries to
ascertain such facts in this regard; and
8.5 confirm that this announcement contains all information
required by the JSE Listings Requirements and the Takeover
Regulations.
Johannesburg
6 March 2014
Sponsor to Control Instruments: Investec Bank Limited
Legal Adviser to Control Instruments: Bowman Gilfillan Incorporated
Corporate Advisor to Torre: AfrAsia Corporate Finance Proprietary
Limited
Designated Adviser to Torre: PSG Capital Proprietary Limited
Legal Advisor to Torre: DLA Cliffe Dekker Hofmeyr Incorporated
Date: 06/03/2014 12:00:00 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.