Wrap Text
Posting of circular and notice of scheme meeting
Dorbyl Limited Naledi Foundry of Republic of
South Africa Proprietary
(Incorporated in the Republic
Limited
of South Africa)
(Incorporated in the Republic
Registration Number:
of South Africa)
1911/001510/06
Registration Number:
Share Code: DLV
2012/194053/07
ISIN: ZAE000002184
(“Naledi Foundry” or “the
(“Company” or “Dorbyl”)
Offeror”)
POSTING OF CIRCULAR AND NOTICE OF SCHEME MEETING
1. Introduction
1.1 Dorbyl Shareholders are referred to the firm intention
announcement dated 14 March 2014 (“Firm Intention Announcement”)
released on SENS regarding the terms on which Naledi Foundry Of
Republic Of South Africa Proprietary Limited (“Naledi” or “the
Offeror”) intends to acquire all of the following shares in the
issued share capital of Dorbyl, excluding such shares held by
the Offeror and by African Dune Investments 311 Proprietary
Limited (“African Dune”), by way of three independent schemes of
arrangement in terms of section 114 of the Companies Act 71 of
2008 (“the Schemes”), being:
1.1.1 all of the ordinary shares of no par value in the issued
share capital of Dorbyl (“Ordinary Shares”) not already
held by African Dune and Naledi collectively for an
acquisition consideration of R0.80 (eighty cents) per
Ordinary Share (“Ordinary Share Scheme”);
1.1.2 all of the 5% cumulative preference shares with a par
value of R2.00 (two rand) in the issued share capital of
Dorbyl (“DLVP Preference Shares”) not already held by
Naledi for an acquisition consideration of R1.50 (one rand
and fifty cents) per DLVP Preference Share (“DLVP
Preference Share Scheme”); and
1.1.3 all of the 5.5% cumulative preference shares with a par
value of R2.00 (two rand) in the issued share capital of
Dorbyl (“DLP1 Preference Shares”) not already held by
Naledi for an acquisition consideration of R1.60 (one rand
and sixty cents) DLP1 Preference Share (“DLP1 Preference
Share Scheme”),
the above considerations hereinafter referred to as “the Scheme
Considerations”.
2. Posting of circular
2.1 Dorbyl Shareholders are hereby advised that a circular
containing, inter alia, details of:
2.1.1 the Ordinary Share Scheme, the notice convening the
general meeting of Dorbyl Ordinary Shareholders (“Ordinary
General Meeting”), the form of proxy and the form of
election, surrender and transfer;
2.1.2 the DLVP Preference Share Scheme, the notice convening the
general meeting of Dorbyl DLVP Preference Shareholders
(“DLVP General Meeting”), the form of proxy and the form
of election, surrender and transfer; and
2.1.3 the DLP1 Preference Share Scheme, the notice convening the
general meeting of Dorbyl DLP1 Preference Shareholders
(“DLP1 General Meeting”), the form of proxy and the form
of election, surrender and transfer,
was posted to Dorbyl Shareholders on Thursday 17 April
2014 and is available on Dorbyl's website at
www.dorbyl.co.za, alternatively, a copy of thereof may be
collected from the Company’s offices (“Circular”).
3. Notices of Ordinary General Meeting, DLVP General Meeting and
DLP1 General Meeting (“General Meetings”)
3.1 The General Meetings will be held at the Company’s offices at
13 Lincoln Road, Industrial Sites, Benoni on Friday, 23 May
2014 as follows:
3.1.1 at 10:00 in respect of the Ordinary Share Scheme;
3.1.2 at 10:15 in respect of the DLP1 Preference Share Scheme;
and
3.1.3 at 10:30 in respect of the DLVP Preference Share Scheme,
to consider and, if deemed fit, to pass each of the resolutions,
as set out in the notices of General Meetings, attached to, and
forming part of, the Circular which was posted on Thursday 17
April 2014.
4. Salient Dates And Times
The salient dates and times relating to the Schemes
(“Timetable”) are set out in the Timetable hereunder.
Words and expressions in the Timetable and notes thereto shall
have the same meaning as assigned to them in the Circular.
Action 2014
Record date to be eligible to receive this Friday, 11 April
Circular and Notices of General Meetings on
Circular and Notices of General Meetings Thursday, 17 April
posted to Dorbyl Shareholders on
Last day to trade in Shares in order to be Friday, 9 May
recorded in the Share Register to vote at the
General Meetings (see note 4 below) on
Record date to be eligible to vote at the Friday, 16 May
General Meetings by 17:00 on
Last day to lodge forms of proxy in respect of Thursday, 22 May
the General Meetings by 10:00 on (see note 5
below)
Last date for Shareholders to give Dorbyl Friday, 23 May
written notice objecting to either of the
Schemes in terms of section 164(3) of the
Companies Act by no later than 10:00 on
Ordinary General Meeting to be held at 10:00 Friday, 23 May
on
DLP1 General Meeting to be held at 10:15 on Friday, 23 May
DLVP General Meeting to be held at 10:30 on Friday, 23 May
Publication of results of the General Meetings Friday, 23 May
on SENS on
Publication of results of the General Meetings Monday, 26 May
in the press on
Last day on which Dorbyl Shareholders can Friday, 6 June
apply to Court for leave to review the
respective Scheme Resolutions in terms of
section 115(3)(b) of the Companies Act on
Finalisation Announcement to be published on Thursday, 12 June
SENS on
Finalisation Announcement to be published in Friday, 13 June
the press on
Lodge application for delisting of Scheme Tuesday, 17 June
Shares on
Last day to trade Shares on the JSE in order Friday, 20 June
to be recorded in the Share Register to
receive the Scheme Consideration on
Suspension of the listing of the Shares on the Monday, 23 June
JSE with effect from the commencement of
trading on the JSE on*
Scheme Consideration Record Date, being the Monday, 30 June
time and date on which Scheme Participants
must be recorded in the Share Register to
receive the Scheme Consideration, which is
expected to be by 12:00 on Friday, 27 June
Expected Operative Date of the Schemes on
Scheme Consideration expected to be Monday, 30 June
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
Dematerialised Scheme Participants expected to Monday, 30 June
have their accounts (held at their CSDP or
Broker)updated on
Termination of listing of Shares on the JSE at Tuesday, 1 July
the commencement of trading on or about
* Only in the event that the current suspension is lifted prior to the
applicable date.
Notes:
1. All dates and times may be changed by mutual agreement between Dorbyl
and Naledi and/or may be subject to the obtaining of certain
regulatory approvals. Any change will be published on SENS.
2. Should Dorbyl be notified that one or more Shareholders intends to
object the respective Schemes in terms of section 115 of the Companies
Act, or dissent in terms of section 164 of the Companies Act, and
objection/s or dissent/s result in a change to the abovementioned
timetable, Dorbyl will publish such changes on SENS.
3. As the salient dates and times are subject to change, they may not be
regarded as consent or dispensation for any time periods which may be
required in terms of the Companies Act or the Companies Regulations,
where applicable, and any such consents or dispensations must be
specifically applied for, and granted.
4. Dorbyl Shareholders should note that as transactions in Shares are
settled in the electronic settlement system used by Strate, settlement
of trades takes place 5 (five) Business Days after such trade.
Therefore Dorbyl Shareholders who acquire Shares after Friday, 9 May
2014 will not be eligible to vote at the General Meetings. Applicable
only in the event that the current suspension of Shares is lifted
subsequent to the posting of this Circular.
5. If a form of proxy is not received by the time and date shown above,
it may be handed to the chairperson of the applicable General Meeting
before such General Meeting is due to commence.
6. If any of the General Meetings are adjourned or postponed, form(s) of
proxy submitted for the applicable initial General Meeting(s) will
remain valid in respect of any adjournment or postponement of such
meeting.
7. All times given in this Circular are local times in South Africa.
8. Share certificates may not be Dematerialised or rematerialised after
Friday, 20 June 2014.
Benoni
22 April 2014
Transaction Advisor and Sponsor to Dorbyl:
PSG Capital Proprietary Limited
Date: 22/04/2014 05:12:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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