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Posting of Scheme Circular and Notice of General Meeting of the Shareholders of Capespan Group Limited
Zeder Investments Limited
(Incorporated in the Republic of South Africa)
Registration Number: 2006/019240/06
Share Code: ZED
ISIN Code: ZAE000088431
(“Zeder”)
Capespan Group Limited
(Incorporated in the Republic of South Africa)
Registration Number: 2008/016971/06
(“Capespan”)
OFFER TO ACQUIRE ALL THE ORDINARY SHARES IN CAPESPAN NOT
ALREADY HELD BY ZEDER AND MEMBERS OF CAPESPAN’S MANAGEMENT,
EXCLUDING TREASURY SHARES, BY WAY OF A SCHEME OF ARRANGEMENT –
POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING
1. INTRODUCTION
1.1. Shareholders are referred to the joint announcement
published by Zeder and Capespan on SENS and on their
respective websites (www.zeder.co.za and
www.capespangroup.com) on 8 April 2015 (“the
Announcement”), and in the press on 9 April 2015,
advising of the firm intention of Zeder to make an offer
to acquire all the issued shares in Capespan (excluding
treasury shares) not already held by Zeder and members
of Capespan’s management, by way of a scheme of
arrangement in terms of section 114 of the Companies
Act, No. 71 2008 (“Companies Act”)(“Scheme”).
1.2. Shareholders of Capespan (“Capespan Shareholders”) will
be requested to consider and, if deemed fit, to pass the
special resolution relating to the Scheme as set out in
the notice of general meeting referred to in paragraph 3
below.
1.3. As indicated in the Announcement, in the event that the
Scheme is implemented, Capespan Shareholders will
receive 85 newly issued JSE-listed Zeder ordinary shares
for every 100 unlisted Capespan ordinary shares disposed
of in terms of the Scheme, rounded to the nearest whole
number and credited as fully paid (“Consideration
Shares”).
1.4. In accordance with the Companies Act Regulations, 2011,
an independent Capespan board, comprised of independent
non-executive directors, was appointed by the board of
directors of Capespan to evaluate the Scheme. Ernst &
Young Advisory Services Proprietary Limited was
appointed by the Capespan independent board as
independent expert to the Capespan independent board in
connection with the Scheme and has provided a formal
opinion confirming that the consideration offered in
terms of the Scheme is fair and reasonable to Capespan
Shareholders.
1.5. The Capespan independent board, taking into account the
report of the independent expert, has considered the
terms and conditions of the Scheme and is unanimously of
the opinion that the terms and conditions thereof are
fair and reasonable to Capespan Shareholders.
1.6. The full details of the Scheme are contained in a
circular to be posted to Capespan Shareholders as set
out in paragraph 2.1 below (“Scheme Circular”).
2. POSTING OF THE SCHEME CIRCULAR
2.1. Capespan Shareholders are hereby advised that the Scheme
Circular, containing full details of the Scheme, will be
posted to Capespan Shareholders today, 25 May 2015. The
Scheme Circular incorporates a notice convening a
general meeting of Capespan Shareholders for purposes of
adopting the resolution approving the Scheme.
2.2. Capespan Shareholders are advised to review the Scheme
Circular for detailed information regarding the Scheme.
The Scheme Circular will also be available on the
respective websites of Zeder and Capespan from today,
25 May 2015.
3. NOTICE OF GENERAL MEETING
Notice is hereby given that a general meeting of Capespan
Shareholders will be held at 11:00 on Wednesday,
24 June 2015 at Spier Wine Estate, Baden Powell Drive,
Stellenbosch (“General Meeting”) for the purpose of
considering and, if deemed fit, passing with or without
modification, the resolution set out in the notice of the
General Meeting included in the Scheme Circular.
4. IMPORTANT DATES AND TIMES
Capespan Shareholders are referred to the table below
setting out important dates and times in relation to the
Scheme. Capitalised terms used below and elsewhere in this
announcement and that are not otherwise defined, bear the
meanings ascribed to them in the Scheme Circular.
Date
Proxy forms to be lodged at the Monday, 22 June
transfer secretaries or Capespan’s 2015
company secretary by 11:00 on
Proxy forms not lodged with the Wednesday,
transfer secretaries or Capespan’s 24 June 2015
company secretary to be handed
to the chairman of the General
Meeting before 11:00 on
General Meeting of Capespan Wednesday,
Shareholders to be held at 11:00 on 24 June 2015
If the Scheme is approved by Capespan
Shareholders at the General Meeting:
Finalisation date expected to be on Thursday,
9 July 2015
Expected operative date of the Monday, 27 July
Scheme on 2015
Issue of Scheme Consideration Monday, 27 July
Shares expected to take place on 2015
and trading in the Scheme
Consideration Shares expected
to commence on
Notes:
(1) The above dates and times are subject to such changes
as may be agreed to by Capespan and Zeder and approved
by the JSE and/or the Takeover Regulation Panel, if
required. If the Scheme Conditions are not met by
31 August 2015, an updated timetable will be released
on SENS and published in the South African press.
(2) 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.
(3) 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
Companies Act Regulations, 2011, where applicable, and
any such consents or dispensations must be
specifically applied for and granted.
(4) All times referred to in this Circular are references
to South African time.
5. COPIES OF THE SCHEME CIRCULAR
Copies of the Scheme Circular will be available for
inspection by Capespan Shareholders during normal business
hours at the registered offices of Capespan, Zeder and PSG
Capital Proprietary Limited from Monday, 25 May 2015 until
the date of the General Meeting.
25 May 2015
Stellenbosch
Transaction advisor and sponsor to Zeder: PSG Capital
Proprietary Limited
Independent reporting accountant to Zeder and Capespan:
PricewaterhouseCoopers Incorporated
Legal advisor to Zeder and Capespan: Cliffe Dekker Hofmeyr
Incorporated
Independent expert to Capespan: Ernst & Young Advisory
Services Proprietary Limited
Date: 25/05/2015 05:08:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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