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Distribution of circular and Notice of General Meeting
POYNTING HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1997/011142/06)
Share code: POY ISIN: ZAE000121299
(“Poynting” or “Company”)
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
1. INTRODUCTION AND SPECIFIC REPURCHASE
1.1. Shareholders of Poynting (“Shareholders”) are referred to the
announcements released by the Company on 22 December 2014 and
3 February 2015, wherein Shareholders were advised that Poynting had
entered into a transaction in terms of which Poynting disposed of
its interests in Poynting Antennas Proprietary Limited (excluding
the Poynting DS and Poynting SS divisions) as well as Poynting
Direct Proprietary Limited, Poynting Hong Kong Limited and a
minority interest in CrunchYard Holdings Proprietary Limited to
Friedshelf 1613 Proprietary Limited (“NewCo”) (“Composite
Transaction”).
1.2. Shareholders were further advised that the Composite Transaction
became unconditional and was duly implemented with the purchase
consideration remaining outstanding on loan account (“the NewCo Loan
Account”).
1.3. In settlement of the NewCo Loan Account, 14 000 000 ordinary shares
in Poynting (representing 7.9% of the issued share capital of
Poynting) will be repurchased from NewCo (“Specific Repurchase”) in
exchange for a repurchase consideration of R2.56 per share (which is
equal to the 30 day volume weighted average traded price per share
of the Company on 1 December 2014), which will amount to a total
repurchase consideration of R35 840 000 (“Specific Repurchase
Consideration”).
1.4. Given that the Specific Repurchase will entail the acquisition by
Poynting of more than 5% of its issued share capital from an entity
controlled by Dr Fourie, the previous CEO of Poynting, the Specific
Repurchase must comply with section 48(8) of the Companies Act 71 of
2008 (“Companies Act”) as well as paragraph 5.69 of the Listings
Requirements of the JSE Limited (“JSE Listings Requirements”). In
terms of section 48(8) of the Companies Act, the Specific Repurchase
is subject to the provisions of sections 114 and 115 of the
Companies Act. In terms of section 48(8) of the Companies Act,
section 115 of the Companies Act and paragraph 5.69 of the JSE
Listings Requirements, the Specific Repurchase will require
shareholder approval by way of a special resolution.
1.5. In accordance with the Companies Act Regulations, 2011, published in
terms of the Companies Act (“Regulations”), an independent board,
comprised of independent non-executive directors, was appointed by
the board of directors of Poynting (“Board”) to evaluate the
Specific Repurchase (“Independent Board”). Mazars Corporate Finance
Proprietary Limited (“Mazars”) was appointed as an independent
expert to provide the Independent Board with external advice in
regard to the Specific Repurchase and to make appropriate
recommendations to the Independent Board for the benefit of
Shareholders.
1.6. Shareholders are advised that Mazars has provided a formal opinion
confirming that the terms and conditions of the Specific Repurchase
are fair and reasonable to Shareholders. The substance of the
external advice and the opinion of the Independent Board on the
Specific Repurchase is detailed in the circular to Shareholders
dated 20 February 2015, referred to in paragraph 4 below
(“Circular”).
1.7. In addition, a share incentive scheme (the salient terms of which
are set out in the Circular) (“Share Incentive Scheme”) is being
proposed in order to incentivise senior management of Poynting, to
align the interest of senior management with those of the
Shareholders and to ensure continuity of senior management.
1.8. As part of the implementation of the Composite Transaction, it was
agreed that Poynting and Poynting Inventions Proprietary Limited
(which operates the Poynting DS division) (“Poynting Inventions”)
would change their names. Accordingly the change of name set out in
paragraph 3 below is being proposed to Shareholders.
2. ADOPTION OF PROPOSED SHARE INCENTIVE SCHEME
2.1. A key to the success of the Company is an incentivised skilled
senior management team. In order to achieve this the Board has put
forward the Share Incentive Scheme, which focuses on incentivising
key talent in the business, enabling the Company to attract
additional complementary talent, where necessary, and providing a
retention mechanism so that the management team is stable for a
sufficient period to implement the Company’s strategy successfully.
2.2. Incentives are focused on senior management acquiring shares in the
Company, thereby aligning management and Shareholder interests.
2.3. The salient terms of the Share Incentive Scheme are set out in
Annexure 4 to the Circular.
2.4. The adoption of the Share Incentive Scheme is subject to at least
75% of the votes of all Shareholders present or represented by proxy
at the general meeting referred to in paragraph 5 below, being
obtained in favour thereof.
3. PROPOSED CHANGE OF NAME TO ALARIS HOLDINGS
3.1. As part of the implementation of the Composite Transaction, it was
agreed that Poynting and Poynting Inventions would change their
names to avoid any potential confusion in the market. Poynting
Inventions has lodged an application with the Companies and
Intellectual Property Commission (“CIPC”) to change its name to
“Alaris Antennas Proprietary Limited” and the Board proposes that
Poynting change its name to “Alaris Holdings Limited”.
3.2. Alaris, from the Latin for ‘troops on the wing’, echoes the
Company’s commitment to partnership with its customers, to share in
their victories and suffer with them in adversity. The Company will
stand ‘always by your side’, and be there and ready when it is most
needed.
3.3. It is intended that shareholder approval will be obtained at the
general meeting referred to in paragraph 5 below, and if approved by
at least 75% of the votes of all Shareholders present or represented
by proxy at such general meeting, the Board intends to formally
change the name of the Company to “Alaris Holdings Limited” as soon
as reasonably possible thereafter.
3.4. The change of name is subject to the passing, filing and
registration of the required special resolutions set out in the
notice of general meeting enclosed with the Circular. For a period
of not less than one year, the Company will reflect the former name
“Poynting Holdings Limited”, in brackets on all documents of title
beneath the new name of “Alaris Holdings Limited”.
3.5. The proposed name of “Alaris Holdings Limited” has been reserved by
the CIPC.
3.6. Shareholders are referred to the ‘Action required by Shareholders’
section set out in the Circular, and to the Form of Surrender (pink)
included therein, detailing the process to be followed subject to
Shareholders approving the proposed name change.
4. POSTING OF THE CIRCULAR
4.1. The Circular which contains full information on the Specific
Repurchase, adoption of the Share Incentive Scheme, the proposed
change of name and also incorporating a notice of general meeting of
Shareholders will be electronically sent to Shareholders today,
20 February 2015.
4.2. Shareholders are advised to review the Circular for detailed
information regarding the Specific Repurchases, the adoption of the
Share Incentive Scheme, the proposed change of name and related
aspects. The Circular will be available on Poynting’s website at
www.poynting.co.za from today, 20 February 2015.
5. NOTICE OF GENERAL MEETING
Notice is hereby given that a general meeting of Shareholders will be
held at 10:00 on Monday, 23 March 2015 at 1 Travertine Avenue, N1
Business Park, Old Johannesburg Road, Centurion (“General Meeting”)
for the purpose of considering and, if deemed fit, passing with or
without modification, the resolutions set out in the notice of the
General Meeting included in the Circular.
6. IMPORTANT DATES AND TIMES
Shareholders are referred to the table below setting out important
dates and times in relation to the Specific Repurchase, adoption of
the Share Incentive Scheme and proposed change of name. Capitalised
terms used below and elsewhere in this announcement and that are not
otherwise defined, bear the meanings ascribed to them in the Circular.
2015
Record date in order to be eligible to receive
this Circular Friday, 13 February
Circular distributed to Shareholders and notice
convening the General Meeting released on SENS
on Friday, 20 February
Last day to trade in Shares in order to be
eligible to attend, participate in and vote at
the General Meeting Friday, 6 March
General Meeting Record Date Friday, 13 March
Last day to lodge Forms of Proxy in respect of
the General Meeting with Transfer Secretaries by
10:00 on Thursday, 19 March
Last date and time for Shareholders to give
notice to Poynting in terms of section 164 of
the Companies Act objecting to the special
resolution necessary to authorise the Specific
Repurchase to be considered at the General
Meeting by no later than 10:00 on Monday, 23 March
Forms of Proxy not lodged with the Transfer
Secretaries to be handed to the chairperson of
the General Meeting by no later than 08:00 Monday, 23 March
General Meeting of Shareholders to be held at
10:00 on Monday, 23 March
Results of General Meeting released on SENS on Monday, 23 March
If the Specific Repurchase is approved by
Shareholders at the General Meeting:
Last date for Shareholders who voted against the
Specific Repurchase to require Poynting to seek
court approval for the Specific Repurchase in
terms of section 115(3)(a) of the Companies Act
(where applicable) on Monday, 30 March
Last date for Shareholders who voted against the
Specific Repurchase to apply to court for leave
to apply for a review of the Specific Repurchase
in terms of section 115(3)(b) of the Companies
Act on Wednesday, 8 April
Last date for Poynting to send objecting
Shareholders notices of the adoption of the
special resolution approving the Specific
Repurchase, in accordance with section 164(4) of
the Companies Act, on Wednesday, 8 April
Specific Repurchase implemented on or about
(Assuming that neither court approval nor the
review of the Specific Repurchase are required) Monday, 13 April
Expected date for the delisting from the JSE of
the Shares repurchased in terms of the Specific
Repurchase from the commencement of trading on
the JSE on Monday, 13 April
Anticipated date of issue by CIPC of the amended
registration certificate reflecting the Change
of Name on or before Wednesday, 22 April
Finalisation announcement published on SENS Wednesday, 22 April
Last day to trade under the old name of Poynting
Holdings Limited Thursday, 30 April
Shares trade under the new name of Alaris
Holdings Limited, JSE Code ALH, ISIN
ZAE000201554 and abbreviated name Alaris from
the commencement of trading on Monday, 4 May
Change of Name Record Date Friday, 8 May
Issue of replacement Share Certificates and
posting thereof to those holders of Certificated
Shares who have submitted their Share
Certificates and Forms of Surrender on or before
12h00 on the Change of Name Record Date and
updating CSDP and Broker accounts on behalf of
holders of Dematerialised Shares Monday, 11 May
Notes
1. All of the above dates and times are subject to change. Any
changes made will be notified to Shareholders by release on SENS.
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 any relevant applicable time period which may be
required in terms of the Regulations and the JSE Listings
Requirements where applicable, and any such consent or
dispensation must be specifically applied for and approved by the
TRP or JSE.
3. 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 last day
to trade in order to be eligible to vote at the General Meeting,
namely, Friday, 6 March 2015, will not be able to vote thereat.
4. A Shareholder may submit the Form of Proxy (yellow) included in
the Circular up to two hours before the commencement of the
General Meeting (or any adjournment of the General Meeting),
provided that, should a Shareholder lodge the Form of Proxy with
the Transfer Secretaries less than 48 hours before the General
Meeting, a Shareholder will also be required to furnish a copy of
such Form of Proxy to the chairperson of the General Meeting at
least two hours before the commencement of the General Meeting
(or any adjournment of the General Meeting).
5. If the General Meeting is adjourned or postponed, Forms of Proxy
submitted for the initial General Meeting will remain valid in
respect of any such adjournment or postponement.
6. All times given in this announcement are local times in South
Africa.
7. COPIES OF THE CIRCULAR
Copies of the Circular will be available for inspection by
Shareholders during normal business hours at the registered office of
the Company at 1 Travertine Avenue, N1 Business Park, Old Johannesburg
Road, Centurion, and at the offices of the Company’s Transaction
Adviser (PSG Capital Proprietary Limited) at 1st Floor, Ou Kollege, 35
Kerk Street, Stellenbosch, 7600 and at 1st Floor, Building 8, Inanda
Greens Business Park, 54 Wierda Road West, Wierda Valley, Sandton, and
at the offices of the Company’s Designated Adviser (Merchantec
Capital) at 2nd Floor, North Block, Hyde Park Office Tower, Corner 6th
Road and Jan Smuts Avenue, Hyde Park, Johannesburg, 2196 from today,
20 February 2015 until Monday, 23 March 2015.
20 February 2015
Centurion
Transaction Adviser:
PSG Capital Proprietary Limited
Designated Adviser:
Merchantec Capital
Date: 20/02/2015 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
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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,
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