To view the PDF file, sign up for a MySharenet subscription.

INFRASORS HOLDINGS LIMITED - Joint Announcement- Posting of Circular and Notice Convening the General Meeting

Release Date: 24/07/2015 15:45
Code(s): IRA AFT     PDF:  
Wrap Text
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'). 
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.

Share This Story