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Posting of Circular and Notice of General Meeting
NIVEUS INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1996/005744/06)
Share code: NIV
ISIN: ZAE000169553
(“Niveus” or “the Company”)
POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING
1. INTRODUCTION
Shareholders of Niveus (“Shareholders”) are referred to the
announcements published by the Company on SENS on Thursday, 21
May 2015 and Tuesday, 28 July 2015 wherein Shareholders were
advised that the Company has entered into an agreement,
subject to Shareholder approval, with Johnnic Holdings
Management Services Limited (“JHMS”) (“the Corporate Actions
Agreement”) in terms of which:
1.1 The existing administration agreement between Niveus and
JHMS (“the Administration Agreement”), be amended by
replacing the entitlement of JHMS to receive 50 basis
points of the Enterprise Value with a management fee of
R3 million per annum, escalating at the Consumer Price
Index, in exchange for payment of the amount of R45 150
000 (“the Restructuring”); and
1.2 Niveus proposes to issue 1 750 000 shares at an issue
price of R25.80 per share to JHMS (“the Specific Issue”),
in exchange for payment by JHMS to Niveus of the amount
of R45 150 000.
2. POSTING OF CIRCULAR
Shareholders are advised that a circular (“the Circular”),
containing full details of the Restructuring and Specific
Issue, and also incorporating a notice of general meeting of
Shareholders, has been posted to Shareholders today, 11 August
2015.
The Circular will also be made available on the Company’s
website at www.niveus.co.za, and will be available for
inspection, during normal business hours, at the Company’s
registered offices at La Concorde, 57 Main Street, Paarl, 7646
and at the offices of the Company’s Transaction Adviser and
Sponsor 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 from today, 11
August 2015 to Wednesday, 9 September 2015.
3. NOTICE OF GENERAL MEETING
Notice is hereby given that a general meeting of Shareholders
will be held at La Concorde, 57 Main Street, Paarl, 7646 on
Wednesday, 9 September 2015 at 10h00 (“the General Meeting”),
for purposes of considering and, if deemed fit, passing, with
or without modification, the resolutions set out in the notice
of General Meeting included in the Circular. The record date
to determine which Shareholders will be entitled to attend,
participate in and vote at the General Meeting will be Friday,
4 September 2015.
4. SALIENT DATES AND TIMES
Shareholders are referred to the table below setting out the
salient dates and times in relation to the Restructuring and
Specific Issue. 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
Shareholders are eligible to
receive the Circular Friday, 31 July
Circular posted to Shareholders
(including the notice convening
the General Meeting) on Tuesday, 11 August
Announcement providing full
details of the Corporate Actions,
giving salient dates and times and
advising of the posting of the
Circular and giving the date and
place of the General Meeting
released on SENS on Tuesday, 11 August
Last day to trade in the shares in
order to be eligible to attend,
participate in and vote at the
General Meeting on Friday, 28 August
General meeting record date for
Shareholders to be recorded in the
Register in order to be eligible
to attend, participate in and vote
at the General Meeting Friday, 4 September
Forms of Proxy in respect of the
General Meeting to be lodged at
the Transfer Secretaries by 10:00
on Monday, 7 September
Forms of Proxy not lodged with the
Transfer Secretaries to be handed
to the chairperson of the General
Meeting before 10:00 on Wednesday, 9 September
General Meeting to be held at
10:00 on Wednesday, 9 September
Results of General Meeting
released on SENS on Wednesday, 9 September
Listing of shares pursuant to the
Specific Issue on or about Tuesday, 15 September
Notes
1. All of the above dates and times are subject to change.
Any changes made will be notified to Shareholders by
release on SENS.
2. 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 last day to trade in order to be
eligible to vote at the General Meeting, namely, Friday,
28 August 2015, will not be able to vote thereat.
3. A Shareholder may submit the Form of Proxy at any time
before the commencement of the General Meeting (or any
adjournment of the General Meeting) or hand it to the
chairperson of the General Meeting before the appointed
proxy exercises any of the relevant Shareholder’s rights
at the General Meeting (or any adjournment of the General
Meeting), provided that, should a Shareholder lodge the
Form of Proxy with the Transfer Secretaries less than 48
hours before the General Meeting, a Shareholder will also
be required to furnish a copy of such Form of Proxy to
the chairperson of the General Meeting before the
appointed proxy exercises any of such Shareholder’s
rights at the General Meeting (or any adjournment of the
General Meeting).
4. If the General Meeting is adjourned or postponed, Forms
of Proxy submitted for the initial General Meeting will
remain valid in respect of any such adjournment or
postponement.
5. All times given in the Circular are local times in South
Africa.
Cape Town
11 August 2015
Transaction Adviser and Sponsor
PSG Capital Proprietary Limited
Date: 11/08/2015 05:24:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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