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Joint Announcement- Posting of Circular and Notice Convening the General Meeting
Infrasors Holdings Limited Afrimat Limited
Incorporated in the Republic of South Africa Incorporated in the Republic of South Africa
(Registration number: 2007/002405/06) (Registration number: 2006/022534/06)
Share Code: IRA ISIN: ZAE000101507 Share code: AFT ISIN: ZAE000086302
("Infrasors") (“Afrimat”)
JOINT ANNOUNCEMENT- POSTING OF CIRCULAR AND NOTICE CONVENING THE GENERAL
MEETING
1. INTRODUCTION
Infrasors shareholders (“Infrasors Shareholders”) are referred to the joint firm intention announcement
released by Afrimat and Infrasors on 11 June 2015 on SENS in which Afrimat announced its firm intention
to acquire the remaining issued share capital of Infrasors that it does not already own (“Remaining
Shares”), for a cash consideration of R1.35 (One Rand thirty five cents) per Remaining Share, by way of a
scheme of arrangement (“Scheme”) or a general offer to the holders of Remaining Shares (“Remaining
Shareholders”) (“General Offer”), accompanied by a de-listing of Infrasors (“Combined Scheme and Offer
Proposal”).
Infrasors Shareholders are hereby advised that a circular (“Circular”) containing, inter alia, details of the
Combined Scheme and Offer Proposal, a notice convening the general meeting (“General Meeting”), a
‘Form of proxy’, ‘Form of surrender and transfer – Scheme’ and a ‘General Offer Form’, has been posted
to Infrasors Shareholders on, 24 July 2015.
2. NOTICE OF SHAREHOLDERS MEETING
The General Meeting of Infrasors Shareholders will be held at 11h00 on Thursday, 27 August 2015 at the
offices of Bridge Capital, being 27 Fricker Road, Illovo, Johannesburg, 2196 to consider and if deemed fit,
pass, with or without modification, the special resolution (”Special Resolution”) to implement the Scheme
and the ordinary resolution to delist Infrasors from the JSE.
3. IMPORTANT DATES AND TIMES
The important dates and times in relation to the General Meeting are set out below:
Action 2015
Record date to determine which Shareholders are entitled to Friday, 17 July
receive the Circular
Posting of the Circular to Shareholders and notice convening Friday, 24 July
General Meeting released on SENS
Notice convening General Meeting published in the South African Monday, 27 July
press
Last day to trade in Shares in order to be recorded on the Friday, 14 August
Register on the Scheme voting record date (Voting Last Day to
Trade)
Voting Record Date in respect of being eligible to vote at the Friday, 21 August
General Meeting
‘Form of proxy’ to be received by 11h00 Tuesday, 25 August
Last date and time for Shareholders to give notice to Infrasors Thursday, 27 August
objecting to the General Meeting to be held at 11h00
General Meeting at 11h00 Thursday, 27 August
Results of General Meeting released on SENS Thursday, 27 August
Results of General Meeting published in the South African press Friday, 28 August
Timetable if the Scheme is approved by the Remaining Shareholders (the following dates will be
confirmed in the finalisation announcement once the Scheme becomes unconditional):
2015
Action
Last day for a Remaining Shareholder who voted against the Thursday, 3 September
Scheme Resolution to require Infrasors to apply to Court for
approval of the Scheme, under section 115(3)(a) of the
Companies Act on
Last day for a Shareholder who voted against the Scheme Thursday, 10 September
Resolution to apply to Court for leave to apply for review of the
Scheme, under section 115(3)(b) of the Companies Act on
Last date for Infrasors to send Dissenting Shareholders notices of Thursday, 10 September
the adoption of the Scheme Resolution in terms of section 164 of
the Companies Act on
Last day for Dissenting Shareholders to demand that the Thursday, 8 October
Company acquires his/her shares at fair value, in accordance
with section 164 on
Receive compliance certificate from TRP on Thursday, 10 September
Expected Scheme Finalisation Date and Finalisation Thursday, 10 September
announcement on SENS on
Application for the delisting of Infrasors Shares lodged with the Monday , 14 September
JSE
Expected last day to trade in Shares in order to be recorded on Thursday, 17 September
the Register on the Record Date (Scheme Last Day to Trade)
Expected date of the suspension of listing of Shares on the JSE Friday, 18 September
Expected Scheme Record Date on which Shareholders must be Friday, 25 September
recorded in the Register to receive the Offer Consideration
Expected Implementation Date of the Scheme - payment of cash Monday, 28 September
and transfer of Shares
Expected termination of listing of Shares at commencement of Tuesday, 29 September
trade on the JSE
Timetable if Scheme is not approved:
In the event that the Special Resolution approving the Scheme is not passed, Afrimat will be deemed to
have made the General Offer to the Remaining Shareholders immediately thereafter. The following dates
in respect of the General Offer (assuming the resolution to delist is passed by requisite majority of the
Remaining Shareholders at the General Meeting) will be confirmed in an announcement post the General
Meeting:
Action 2015
Results of General Meeting released on SENS Thursday, 27 August
Expected date of opening of General Offer (Opening Date) at Friday, 28 August
09h00
Results of General Meeting published in the South African press Friday, 28 August
Finalisation announcement Thursday, 10 September
Expected last day to trade to take up the General Offer Friday, 2 October
Expected date of suspension of the listing of Infrasors Shares on Monday, 5 October
the JSE on
Expected General Offer Record Date Friday, 9 October
Expected General Offer Closing Date at 12h00 Friday, 9 October
Expected Offer Payment Date Monday, 12 October
Expected termination of the listing of Infrasors Shares at Tuesday, 13 October
commencement of trade on the JSE on
Notes
1. All dates and times are subject to change by mutual agreement between Infrasors and Afrimat
and the approval(s) of the JSE and Takeover Regulation Panel and may be subject to other
regulatory approvals being granted. Any change will be released on SENS and published in the
South African press.
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 the time period which may be required in terms of
the Takeover Regulations, where applicable, and any such consent or dispensation must be
specifically applied for and approved by the Takeover Regulation Panel.
3. The Remaining Shareholders are referred to the Circular (which contains a summary of
Dissenting Shareholders’ appraisal rights in respect of the Scheme).
4. The Remaining 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 Voting Last Day to Trade (i.e.
Friday, 14, August 2015) will not be eligible to vote at the General Meeting, but will, provided the
Scheme is approved and they acquire the Shares on or prior to the Scheme Last Day to Trade
(expected to be Thursday, 17 September 2015), participate in the Scheme (i.e. sell their Shares to
Afrimat in accordance with the Scheme conditions for the Offer Consideration).
5. A Remaining Shareholder may submit a proxy at any time before the commencement of the
General Meeting (or any adjournment of the General Meeting) or hand it to the chairman of the
General Meeting before the appointed proxy exercises any of the relevant Remaining
Shareholder’s rights at the General Meeting (or any adjournment of the General Meeting),
provided that should a Remaining Shareholder lodge a ‘Form of proxy’ with the Transfer
Secretaries less than 48 hours before the General Meeting, such Remaining 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 such Remaining Shareholder’s rights at the General
Meeting (or any adjournment of the General Meeting).
6. If the General Meeting is adjourned or postponed, and ‘Forms of proxy’ submitted for the initial
General Meeting will remain valid in respect of any adjournment or postponement of the General
Meeting.
7. All times given in this announcement are local times in South Africa.
8. If the Scheme is approved by at least 75% of the Remaining Shareholders who, being entitled to
vote at the General Meeting, attend and vote at the General Meeting, Share certificates may not
be dematerialised or rematerialised after the Scheme last day to trade.
9. Infrasors will continue operations as an unlisted entity if either the Scheme is implemented or the
delisting is approved by the requisite majority of the Remaining Shareholders.
Johannesburg Cape Town
24 July 2015 24 July 2015
Sponsor to Infrasors: Sponsor and Corporate Advisor to Afrimat:
Bridge Capital Advisors (Proprietary) Limited Bridge Capital Advisors (Proprietary) Limited
Date: 24/07/2015 03:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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