COMPU-CLEARING OUTSOURCING LIMITED - Posting Of Scheme Circular, Notice of Scheme Meeting and Important Dates and Times

Release Date: 22/07/2015 16:47
Code(s): CCL
 
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Posting Of Scheme Circular, Notice of Scheme Meeting and Important Dates and Times

Compu-Clearing Outsourcing Limited                       Wisetechglobal Proprietary Limited
(Incorporated in the Republic of South Africa)           (Incorporated in the Republic of South Africa)
(Registration number 1998/015541/06)                     (Registration number 2012/181360/07)
Share code: CCL ISIN: ZAE000016564                       ("WiseTech Global")
("Compu-Clearing")


POSTING OF SCHEME CIRCULAR, NOTICE OF SCHEME MEETING AND IMPORTANT DATES AND TIMES



1.     Posting of Circular

       Further to the announcement dated Wednesday, 24 June 2015, regarding the implementation agreement
       entered into with WiseTech Global, under which WiseTech Global agreed to make a cash offer of R5.50 per
       Compu-Clearing share, to acquire all of the issued shares in Compu-Clearing by way of a scheme of
       arrangement in terms of section 114 of the Companies Act 71 of 2008, as amended. (“Companies Act”)(“the
       Scheme”), Compu-Clearing shareholders are advised that the circular in respect of the Scheme,
       incorporating a notice of meeting (“Scheme Meeting”) at which the special resolution approving the Scheme
       will be proposed (“the Circular”) was posted to Compu-Clearing shareholders today, 22 July 2015 and is
       available on Compu-Clearing’s website: www.compclear.holdings/scheme (included in the Circular is the
       form of proxy for the Scheme Meeting and a form of surrender and transfer in respect of the Scheme).



2.     Notice of Scheme Meeting

       The Scheme Meeting will be held at Compu-Clearing’s registered office, 7 Drome Road, Lyndhurst,
       Johannesburg on Thursday, 20 August 2015 commencing at 10:00, for the purpose of considering and, if
       deemed fit, approving, with or without modification, the resolutions set out in the notice of general meeting
       included in the Circular.



3.     Important dates and times

       The important dates and times relating to the Scheme are set out below. Terms appearing in title case in
       the table below and in the notes thereto and that are not otherwise defined, bear the meanings assigned to
       them in the Circular:
                                                                                                              2015
       Record date to determine which Shareholders are eligible to receive the
       Circular                                                                                     Friday, 17 July
       Circular posted to Shareholders and notice convening the Scheme Meeting
       released on SENS                                                                          Wednesday, 22 July
       Notice convening the Scheme Meeting published in the South African press                  Thursday, 23 July
       Last day to trade in order to be recorded in the Register to be entitled to vote
       on the Scheme at the Scheme Meeting                                                       Thursday, 6 August
       Record date for voting                                                                    Friday, 14 August
       Forms of proxy to be received by 10:00                                                    Tuesday, 18 August
       Last date for Dissenting Shareholders to give written notice to Compu-
       Clearing objecting to the Scheme Resolution approving the Scheme, in terms                Thursday, 20 August
       of section 164(3) of the Companies Act, to be delivered to Compu-Clearing
       before the Scheme Resolution is voted on at the Scheme Meeting
       Scheme Meeting to be held at 10:00                                                        Thursday, 20 August
       Results of the Scheme Meeting to be released on SENS                                      Thursday, 20 August
       Results of the Scheme Meeting to be published in the South African press                  Friday, 21 August
       Last date for Shareholders who voted against the Scheme Resolution to
       require Compu-Clearing to apply to Court for approval of the Scheme, under
       section 115(3)(a) of the Companies Act, if 15% or more of the voting rights
       exercised were against the Scheme Resolution                                              Thursday, 27 August
       Last date for a Shareholder who voted against the Scheme Resolution to apply
       to Court for leave to apply for a review of the Proposed Transaction, under
       section 115(3)(b) of the Companies Act                                                    Thursday, 3 September
       Last date for Compu-Clearing to send Dissenting Shareholders notices of the
       adoption of the Scheme Resolution, in terms of section 164 of the Companies
       Act                                                                                       Thursday, 3 September
       Expected Scheme Finalisation Date                                                         Friday, 4 September
       Finalisation announcement expected to be released on SENS                                 Friday, 4 September
       Finalisation announcement expected to be published in the South African
       press                                                                                     Monday, 7 September
       Expected Scheme Last Day to Trade in order to be recorded in the Register
       on the Scheme Record Date                                                                 Friday, 11 September
       Expected suspension of trading of Shares on the JSE from the
       commencement of trade                                                                     Monday, 14 September
       Expected Scheme Record Date on which Shareholders must be recorded in
       the Register to receive the Scheme Consideration                                          Friday, 18 September
       Expected Scheme Implementation Date                                                       Monday, 21 September
       Scheme Consideration expected to be posted/paid to Scheme Participants
       holding Certificated Shares (provided their Forms of Surrender and Transfer
       are received on or prior to 12:00 on the Scheme Record Date)                              Monday, 21 September
       Expected date on which the CSDP or broker accounts of Scheme Participants
       holding Dematerialised Shares will be credited with the Scheme Consideration              Monday, 21 September
       Expected termination of listing of Shares on the JSE at the commencement of
       trade                                                                                     Tuesday, 22 September


Notes:


1. All dates and times indicated in this Circular are South African dates and times.
2. These dates and times are subject to amendment by mutual agreement between Compu-Clearing and
   WiseTech Global (subject to the approval of the JSE and the TRP, if required). The dates have been
   determined based on the assumption that no Court approval or review of the Scheme will be required
   and that the conditions will be fulfilled prior to 4 September 2015. Any necessary amendments to the
   dates and times will be released on SENS.
3. Shares may not be dematerialised or rematerialised after the Scheme Last Day to Trade.
4. Shareholders are referred to paragraph 4.5 of the Circular regarding timing considerations relating to
   the exercise of appraisal rights in terms of section 164 of the Companies Act.

Johannesburg
22 July 2015


Corporate Adviser and Transaction Sponsor to Compu-Clearing: Grindrod Bank
Legal Adviser to Compu-Clearing: Fluxmans
Sponsor to Compu-Clearing: Sasfin Capital
Legal Adviser to WiseTech Global: Webber Wentzel
Independent Expert: Mazars Corporate Finance

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