DIGICORE HOLDINGS LIMITED - Joint Announcement Regarding the Distribution of a Circular and Notice of General Meeting to Shareholders

Release Date: 31/07/2015 08:02
Code(s): DGC
 
Wrap Text
Joint Announcement Regarding the Distribution of a Circular and Notice of General Meeting to Shareholders

DIGICORE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/012601/06)
Share code: DGC
ISIN: ZAE000016945
("Digicore" or “the Company”)

NOVATEL WIRELESS, INC.
(Incorporated under the laws of the State of Delaware, United
States of America, with registration number 2614230)
NASDAQ share code: MIFI

("Novatel Wireless")

JOINT ANNOUNCEMENT REGARDING THE DISTRIBUTION OF A CIRCULAR AND
NOTICE OF GENERAL MEETING TO SHAREHOLDERS OF DIGICORE

1.    INTRODUCTION

      Shareholders of Digicore (“Digicore Shareholders”) are referred
      to the joint firm intention announcement (“FIA”) by Digicore and
      Novatel Wireless, published on SENS on 19 June 2015 and in the
      press on 22 June 2015, relating to a firm intention by Novatel
      Wireless to make an offer, as contemplated by the Companies
      Regulations, 2011 (“Companies Regulations”) promulgated in terms
      of the Companies Act 71 of 2008 (“Companies Act”), for it or its
      nominated subsidiary to acquire:

1.1     all of the ordinary shares in Digicore (“Digicore Shares”),
        excluding inter alia any Digicore Shares held by subsidiaries
        of Digicore (“Treasury Shares”) and the Digicore Shares held
        by the Digicore Holdings Limited Share Trust (“Trust Shares”)
        (collectively the “Excluded Shares”), by way of a scheme of
        arrangement in terms of sections 114 and 115 of the Companies
        Act (“Scheme”); or

1.2     if specified conditions of the Scheme are not fulfilled, all
        or a portion of the Digicore Shares, excluding the Excluded
        Shares, by way of a substitute general offer (“the Substitute
        Offer”).

2.    DISTRIBUTION OF THE CIRCULAR

2.1     The Pre-conditions referred to in the FIA have all been
        fulfilled, waived or deferred and the circular setting out
        the terms and conditions of the Scheme and the Substitute
        Offer (“Circular”), and also incorporating a notice of
        general meeting of Digicore Shareholders, will be distributed
        by registered post to Digicore Shareholders today,
        31 July 2015.

2.2     Digicore Shareholders are advised to review the Circular for
        detailed information regarding the Scheme and the Substitute
        Offer and related aspects.

2.3     The Circular will be available on Digicore’s website at
        www.ctrack.com and on Novatel Wireless’ website at
        www.nvtl.com from today, 31 July 2015.

3.    NOTICE OF GENERAL MEETING

      The Circular incorporates a Notice of General Meeting in
      relation to a general meeting of Digicore Shareholders to be
      held at Digicore Building, Regency Office Park, 9 Regency Drive,
      Route 21 Corporate Park, Irene Extension 30, Centurion, South
      Africa at 10:00 on Wednesday, 2 September 2015 (“General
      Meeting”), to consider and, if deemed fit, to pass, with or
      without modification, the special resolution required to
      implement the Scheme and the other resolutions set out in the
      notice of general meeting included in the Circular.

4.    IMPORTANT DATES AND TIMES

      Digicore 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 Circular.

                                                                  2015

      Record date to determine which Digicore                  Friday,
      Shareholders are entitled to receive the                 24 July
      Circular

      Circular posted to Digicore Shareholders and             Friday,
      notice convening the General Meeting announced           31 July
      on SENS on

      Notice of General Meeting announced in the               Monday,
      South African press on                                  3 August

      Last day to trade in order to be recorded in             Friday,
      the Register on the Scheme Voting Record Date          21 August
      in order to be eligible to vote at the General
      Meeting

      Scheme Voting Record Date being 17:00 on                 Friday,
                                                             28 August

      Forms of Proxy to be lodged at the Transfer              Monday,
      Secretaries by 10:00 on                                31 August

      Last date and time for Digicore Shareholders          Wednesday,
      to give notice to Digicore objecting, in terms       2 September
      of section 164(3) of the Companies Act, to the
      Scheme Resolution to be able to invoke
      Appraisal Rights by 10:00 on

      Forms of Proxy not lodged with the Transfer           Wednesday,
      Secretaries may be accepted, in the discretion       2 September
      of the chairman of the General Meeting, if
      handed in before commencement of the General
      Meeting 10:00

      General Meeting of Digicore Shareholders to be        Wednesday,
      held at 10:00 on                                     2 September

      Results of General Meeting released on SENS on        Wednesday,
                                                           2 September

      Results of General Meeting published in the            Thursday,
      South African press on                               3 September

      If   the  Scheme   is  approved   by Digicore
      Shareholders at the General Meeting:

      Last date for Digicore Shareholders who voted         Wednesday,
      against the Scheme to require Digicore to seek       9 September
      court approval for the Scheme in terms of
      section 115(3)(a) of the Companies Act (where
      applicable) on

      Last date for Digicore Shareholders who voted         Wednesday,
      against the Scheme to apply to court for leave      16 September
      to apply for a review of the Scheme in terms
      of section 115(3)(b) of the Companies Act on

      Last date for Digicore to send objecting              Wednesday,
      Digicore Shareholders notices of the adoption       16 September
      of the Scheme Resolution, in accordance with
      section 164(4) of the Companies Act, on

      Action
      The following dates assume that the Scheme
      becomes unconditional and that neither court
      approvals nor the review of the Scheme is
      required and will be confirmed in the
      finalisation announcement if the Scheme
      becomes unconditional:

      Scheme Finalisation Date expected to be on or         Wednesday,
      about                                               30 September

      Scheme Finalisation Date announcement expected        Wednesday,
      to be released on SENS on or about                  30 September

      Scheme Finalisation Date announcement expected        Thursday,
      to be published in the South African press on         1 October
      or about

      Scheme LDT expected to be on or about                    Friday,
                                                            9 October

      Trading in Digicore Shares on the JSE                    Monday,
      suspended from commencement of trade on or           12 October
      about

      Scheme Consideration Record Date to be                  Friday,
      recorded in the Register in order to receive         16 October
      the Scheme Consideration expected to be on or
      about

      Scheme Implementation Date expected to be on            Monday,
      or about                                             19 October

      Scheme Consideration payment expected to take           Monday,
      place on or about                                    19 October

      Termination of listing of Digicore Shares from         Tuesday,
      the JSE at commencement of trade on or about         20 October

     Notes:

     1.   The above dates and times are subject to such changes as
          may be agreed to by Digicore and Novatel Wireless and
          approved by the Takeover Panel and/or the JSE, if required.
          If the Conditions are not fulfilled or waived by Wednesday,
          30 September 2015 (or if the Conditions are fulfilled or
          waived before that date), an updated timetable will be
          released on SENS and published in the South African press.

     2.   Digicore Shareholders should note that, as trade in
          Digicore Shares on the JSE is settled in the electronic
          settlement system used by Strate, settlement of trades
          takes place 5 Business Days after the date of such trades.
          Therefore, Digicore Shareholders who acquire Digicore
          Shares on the JSE after Friday, 21 August 2015, being the
          last day to trade in Digicore Shares so as to be recorded
          in the Register on the Scheme Voting Record Date, will not
          be entitled to vote at the General Meeting.

     3.   Digicore Shareholders who wish to exercise their Appraisal
          Rights are referred to Annexure 5 to the Circular for
          purposes of determining the relevant timing for the
          exercise of their Appraisal Rights.

     4.   The exercise of Appraisal Rights may result in changes to
          the above salient dates and times and Digicore Shareholders
          will be notified separately of the applicable dates and
          times resulting from any such changes.

     5.   Digicore Shareholders who wish to exercise their right in
          terms of section 115(3) of the Companies Act, to require
          the approval of a court for the Scheme, should refer to
          Annexure 5 to the Circular which includes an extract of
          section   115  of  the   Companies  Act.   Should  Digicore
          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. Digicore Shareholders will be
          notified separately of the applicable dates and times under
          this process.

     6.   Dematerialised Digicore Shareholders, other than those with
          Own-Name Registration, must provide their CSDP or Broker
          with their instructions for voting at the General Meeting
          by the cut-off time and date stipulated by their CSDP or
          Broker in terms of the Custody Agreements between them and
          their CSDP or Broker.

     7.   No dematerialisation or rematerialisation of Digicore
          Shares may take place from the commencement of business on
          the Business Day following the Scheme LDT. The Scheme LDT
          is expected to be on Friday, 9 October 2015.

     8.   If the General Meeting is adjourned or postponed, the above
          dates and times will change, but the Forms of Proxy
          submitted for the initial General Meeting will remain valid
          in respect of any adjournment or postponement of the
          General Meeting.

     9.   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, the
          Companies Regulations and the JSE Listings Requirements,
          where applicable, and any such consents or dispensations
          must be specifically applied for and granted.

     10.  All times referred to in this announcement are references
          to South African Standard Time.

5.   COPIES OF THE CIRCULAR

     Copies of the Circular will be available for inspection by
     Digicore Shareholders during normal business hours at the
     registered office of Digicore at the Digicore Building, Regency
     Office Park, 9 Regency Drive, Route 21 Corporate Park, Irene
     Extension 30, Centurion, South Africa, and at the offices of
     Digicore’s Transaction Adviser and Sponsor (PSG Capital
     Proprietary Limited) at 1st Floor, Ou Kollege, 35 Kerk Street,
     Stellenbosch, 7600 and at 1st Floor, Building 8, Inanda Greens
     Business Park, 54 Wierda Road West, Wierda Valley, Sandton, and
     at the offices of Novatel Wireless at 9645 Scranton Road, San
     Diego, California, 92121, United States of America from today,
     31 July 2015 up to and including Wednesday, 2 September 2015,
     being the date of the General Meeting.

Centurion
31 July 2015

PSG Capital Proprietary Limited: Transaction Advisor and Sponsor to
Digicore

Cliffe Dekker Hofmeyr: Legal Advisor to Digicore

Read Hope Philips Thomas & Cadman Inc: Legal Advisors to Novatel
Wireless in South Africa

Paul Hastings LLP: Legal Advisor to Novatel Wireless in the United
States

Date: 31/07/2015 08:02:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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