Wrap Text
Posting of Circular and Notice of Scheme Meeting
VILLAGE MAIN REEF LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 1934/0057034/06)
SHARE CODE: VIL ISIN: ZAE000192555
(“VILLAGE” OR “THE COMPANY”)
Posting of circular and notice of scheme meeting
1. INTRODUCTION
Shareholders of Village ("Village Shareholders") are referred to the firm intention announcement released on the Stock
Exchange News Service (“SENS”) of the JSE Limited ("JSE") on 4 February 2015 ("Firm Intention Announcement")
regarding the terms on which Heaven-Sent Capital Management Group Co., Ltd (“Heaven-Sent”) offered to acquire the entire
issued ordinary share capital of Village ("Scheme") in terms of section 114, read with section 115, of the Companies Act,
2008 (“the Companies Act”), and are advised that all the conditions precedent to the posting of the circular in respect of the
Scheme (“Circular”) to Village Shareholders, as set out in paragraph 4 of the Firm Intention Announcement, have been
fulfilled.
Village Shareholders are hereby advised that the Circular containing, inter alia:
- details of the Scheme proposed by the board of directors of Village between Village and the Village Shareholders
pursuant to which Heaven-Sent will acquire the Ordinary Shares held by the Scheme Participants (“Scheme Shares”)
for a cash payment of ZAR12.25 for each Scheme Share (“Scheme Consideration”)(“the Proposed Transaction”);
- details of the Proposed Transaction;
- a report by an independent expert in terms of section 114(3) of the Companies Act and regulations 87(5) and 90 of
the Takeover Regulations, 2011 (“Takeover Regulations”);
- a notice convening a meeting of Village Shareholders to, inter alia, consider and, if deemed fit, approve the Scheme
(“General Meeting”);
- a form of proxy; and
- a form of surrender and transfer,
has been posted to Village Shareholders on Friday, 6 March 2015, and is available on Village’s website:
www.villagemainreef.co.za.
Words and expressions, including capitalised terms, in this posting announcement shall have the same meaning as assigned
to them in the Circular, unless indicated otherwise.
2. INDEPENDENT EXPERT’S REPORT
The independent board of Village, established for the purpose of assessing the Scheme (“Independent Board”), has
appointed Venmyn Deloitte Proprietary Limited (“Independent Expert”) to consider the terms and conditions of the Scheme
and to advise whether the Scheme Consideration is fair and reasonable to Village Shareholders.
The Independent Expert has advised the Independent Board that it is of the opinion that the Proposed Transaction is fair and
reasonable to Village Shareholders. The full report of the Independent Expert and the basis for its conclusions are included
in the Circular.
3. SHAREHOLDER SUPPORT
Irrevocable undertakings from Village Shareholders with an effective voting right of 35.1% of the Scheme Shares, have been
received by Village.
4. NOTICE OF GENERAL MEETING
The General Meeting will be held at 10:00 Central African Time on Tuesday, 7 April 2015, at Killarney Country Club, 60 5th
Street, Lower Houghton, for the purpose of considering and, if deemed fit, passing, with or without modification, the resolutions
required to approve the Scheme and certain related matters.
5. SALIENT DATES AND TIMES
The salient dates and times relating to the Scheme are set out in the timetable below.
Action 2015
Record date for Village Shareholders to be recorded in the Register in order to be entitled Friday, 27 February
to receive the Circular
Circular posted to Village Shareholders and notice convening the General Meeting Friday, 6 March
released on SENS on
Notice convening the General Meeting published in the South African press on Monday, 9 March
Last day to trade in Village Shares in order to be recorded in the Register on the Voting Friday, 20 March
Record Date on
Voting Record Date being 17h00 on Friday, 27 March
Forms of Proxy to be received by the Transfer Secretaries by 10h00 on Wednesday, 1 April
Last date and time for Shareholders to give notice to Village objecting to the Special Tuesday, 7 April
Resolution in terms of section 164 of the Companies Act by 10h00 on
General Meeting to be held at 10h00 Tuesday, 7 April
Results of the General Meeting released on SENS on Tuesday, 7 April
Results of General Meeting published in the South African press on Wednesday, 8 April
Last day for Shareholders who voted against the Scheme to require Village to seek court Tuesday, 14 April
approval for the Scheme in terms of section 115(3)(a) of the Companies Act
Last day for Village to send notice of adoption of the Special Resolution to Dissenting Tuesday, 21 April
Shareholders, in accordance with section 164(4) of the Companies Act
Last day for a Shareholder who voted against the Scheme to apply to court for leave to Tuesday, 21 April
apply for a review of the Scheme in terms of section 115(3)(b) of the Companies Act
Last day for a Shareholder who gave notice to Village objecting to the Special Resolution Thursday, 7 May
in terms of section 164 of the Companies Act to make a demand against Village as
contemplated in section 164(7)
Action 2015
The following dates assume that no court approval or review of the Scheme is required and will be confirmed in the
finalisation announcement if the Scheme becomes unconditional
Expected Fulfilment Date for fulfilment or waiver, as the case may be, of the last of the Thursday, 30 April
conditions to the Implementation Agreement
Finalisation announcement expected to be released before 11h00 on SENS Thursday, 30 April
Finalisation announcement expected to be published in the South African press Monday, 4 May
Expected last day to trade in Shares in order to be recorded in the Register on the Record Friday, 8 May
Date (Scheme LDT)
Expected date of suspension of listing of Shares on the JSE Monday, 11 May
Expected Record Date on which Shareholders must be recorded in the Register to receive Friday, 15 May
the Scheme Consideration
Expected Operative Date of the Scheme Monday, 18 May
Scheme Consideration expected to be posted/paid to Certificated Scheme Participants Monday, 18 May
(provided their Form of Surrender and Transfer (blue) are received on or prior to 12h00 on
the Record Date) on or about
Dematerialised Scheme Participants expected to have their accounts with their Central Monday, 18 May
Securities Depository Participant (“CSDP”) or broker credited with the Scheme
Consideration on or about
Expected termination of listing of Shares at commencement of trade on the JSE on or Tuesday, 19 May
about
Notes:
1. The above dates and times are subject to such changes as may be agreed to by Village and Heaven-Sent and approved
by the JSE and/or the Takeover Regulation Panel, if required. The dates have been determined based on assumptions
regarding the dates by which certain regulatory approvals including, but not limited to, that of the competition authorities,
will be obtained and that no court approval or review 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. Village Shareholders should note that, as trade in Village Shares on the JSE is settled through Strate, settlement of trades
takes place 5 (five) Business Days after the date of such trades. Therefore, Village Shareholders who acquire Village
Shares on the JSE after the Scheme LDT will not be entitled to vote at the General Meeting.
3. Village Shareholders who wish to exercise their Appraisal Rights are referred to the extract of section 164 of the
Companies Act contained in to the Circular for purposes of determining the relevant timing for the exercise of their
Appraisal Rights.
4. Village Shareholders who wish to exercise their right in terms of section 115(3) of the Companies Act to require the
approval of the Court for the Scheme should refer to the extract of section 115 of the Companies Act contained in the
Circular. Should Village Shareholders exercise their rights in terms of section 115(3) of the Companies Act, the dates
and times set out above will not be relevant. Village Shareholders will be notified separately of the applicable dates and
times under this process.
5. A Village Shareholder may submit a Form of Proxy at any time before the commencement of the General Meeting (or
adjourned or postponed General Meeting) or hand it to the chairman of the General Meeting before the appointed proxy
exercises any of its rights at the General Meeting (or adjourned or postponed General Meeting), provided that should a
Village Shareholder lodge a Form of Proxy with the Transfer Secretaries less than 48 (forty eight) hours (excluding
Saturdays, Sundays and official public holidays) before the General Meeting, such Shareholder will also be required to
furnish a copy of such Form of Proxy to the chairman of the General Meeting before the appointed proxy exercises any
of its rights at the General Meeting (or adjourned or postponed General Meeting). If the General Meeting is adjourned or
postponed, Forms of Proxy submitted for the initial General Meeting will remain valid in respect of any adjournment or
postponement of the General Meeting
6. No Dematerialisation or re-materialisation of Village Shares may take place from the Business Day following the Scheme
LDT.
7. Although the salient dates and times are stated to be subject to change, such statement may not be regarded as consent
or dispensation for any change to time periods which may be required in terms of the Takeover Regulations, where
applicable, and any such consents or dispensations must be specifically applied for and granted.
8. All times referred to in this Announcement are references to Central African Time.
Johannesburg
6 March 2015
Corporate adviser to Heaven-Sent Capital Group
Corporate adviser to Village Main Reef Limited
Management Co., Ltd
Qinisele Resources Proprietary Limited
Standard Chartered Bank
JSE Sponsor to Village Main Reef Limited South African Legal adviser to Heaven-Sent
Capital Management Group Co., Ltd
Bravura Capital Proprietary Limited
Werksmans Attorneys
South African Legal Advisor to Village Main Reef
Limited
Edward Nathan Sonnenbergs Incorporated
For further information please contact:
Ferdi Dippenaar Clinton Halsey
Chief Executive Officer Chief Financial Officer
Tel: + 27 11 463 2489 Tel: + 27 11 463 2489
www.villagemainreef.co.za
Date: 06/03/2015 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.