ILIAD AFRICA LIMITED - Posting of Circular

Release Date: 28/08/2015 12:00
Code(s): ILA
 
Wrap Text
Posting of Circular

Iliad Africa Limited
Incorporated in the Republic of South Africa
(Registration number 1997/011938/06)
Share Code: ILA ISIN: ZAE000015038
(“Iliad” or “the Company”)

POSTING OF CIRCULAR, NOTICE CONVENING THE GENERAL MEETING AND DATES RELATING TO THE PROPOSED SPECIAL DIVIDEND

1. INTRODUCTION

Iliad shareholders (“Iliad Shareholders”) are referred to the announcement released by Iliad on SENS
on 23 July 2015 in which Steinhoff International Holdings Limited (“Steinhoff”) has made an offer to
acquire the entire issued ordinary share capital of Iliad Africa Limited ("Iliad" or "the Company") (net of
treasury shares) (“Iliad Shares”), by way of a scheme of arrangement (“Scheme”) in terms of section
114 of the Companies Act, 2008 (Act No.71 of 2008), as amended (the “Companies Act”), to be
proposed by the Board of Directors of Iliad to the holders of the Iliad Shares (“Iliad Shareholders”). The
consideration proposed in respect of the Scheme will comprise a cash consideration of R10.00 per Iliad
Share (“Offer Price”). Furthermore Iliad will declare a special dividend and distribute a dividend of 24 cents
per Iliad Scheme share should the requisite majority of Iliad Shareholders approve the Scheme at the
Scheme Meeting and all Conditions Precedent are fulfilled or waived (“Special Dividend”). The total
shareholder return is therefore R10.24 comprising of the R10.00 Scheme Consideration and a 24 cents
Special Dividend.

2. NOTICE OF SHAREHOLDERS MEETING

Iliad Shareholders are hereby advised that a circular (“Circular”) containing, inter alia, details of the
Scheme and a notice convening the general meeting (“General Meeting”), a form of proxy, a form of
surrender and transfer and extracts of section 115 of the Companies Act dealing with the approval
requirements for the Scheme and section 164 of the Companies Act dealing with Dissenting Shareholders’
appraisal rights has been posted today, 28 August 2015. The General Meeting of Iliad Shareholders will
be held at 11:00 on Tuesday, 29 September 2015 at Unit 7, Thornhill Office Park, 94 Bekker Road, Vorna
Valley, Midrand. The purpose of The General Meeting is to consider and if deemed fit, pass, with or without
modification, the special resolution to implement the Scheme.

3. IMPORTANT DATES AND TIMES

The important dates and times in relation to the General Meeting and Special Dividend are set out below:

Action                                                                               2015

Record date to determine which Shareholders are entitled to              Friday, 21 August
receive the Circular

Posting of the Circular to Shareholders and notice convening             Friday, 28 August
Scheme Meeting released on SENS

Notice convening Scheme Meeting published in the South African           Monday, 31 August
press

Last day to trade in Shares in order to be recorded on the            Friday, 11 September
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, 18 September
Scheme Meeting

‘Form of proxy’ to be received by 11h00                               Friday, 25 September
 
Last date and time for Shareholders to give notice to Iliad          Tuesday, 29 September
objecting to the Scheme Meeting to be held at 11h00

Scheme Meeting at 11h00                                              Tuesday, 29 September

Results of Scheme Meeting released on SENS                           Tuesday, 29 September

Results of Scheme Meeting published in the South African press     Wednesday, 30 September

Last day for Iliad Shareholders who voted against the Scheme            Tuesday, 6 October
Resolution to require Iliad to apply to Court for approval of the
Scheme, under section 115(3)(a) of the Companies Act

Last day for a Shareholder who voted against the Scheme                Tuesday, 13 October
Resolution to apply to Court for leave to apply for review of the
Scheme, under section 115(3)(b) of the Companies Act

Last date for Iliad to send Dissenting Shareholders notices of the     Tuesday, 13 October
adoption of the Scheme Resolution in terms of section 164 of the
Companies Act

Last day for Dissenting Shareholders to demand that the                Tuesday, 13 October
Company acquires his/her shares at fair value, in accordance
with section 164 of the Companies Act

Receive approval for the merger from the South African                 Monday 23, November
Competition Authorities expected on or about

Receive compliance certificate from the Panel                          Monday, 23 November

Expected  Scheme finalisation date and finalisation                   Tuesday, 24 November
announcement on SENS

Application for the delisting of Iliad Shares lodged with the JSE     Tuesday, 24 November

Expected last day to trade in Shares in order to be recorded on      Thursday, 10 December
the Register on the Record Date (Scheme Last Day to Trade)

Expected date of the suspension of listing of Shares on the JSE        Friday, 11 December

Expected Scheme Record Date on which Shareholders must be              Friday, 18 December
recorded in the Register to receive the Scheme Consideration

Expected Implementation Date of the Scheme - payment of cash           Monday, 21 December
and transfer of Shares

Expected termination of listing of Shares at commencement of          Tuesday, 22 December
trade on the JSE

Notes
1. All dates and times in respect of the Scheme are subject to change by mutual agreement between
   Iliad and Steinhoff and the approval(s) of the JSE and Takeover Regulation Panel and may be
   subject to other regulatory approvals being granted. The dates have been determined based on
   assumptions regarding the dates by which certain Conditions Precedent (including, but not limited
   to, approval of the Competition Authorities) will have been fulfilled and that no Court approval or
   review of the Scheme will be required. 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. Iliad Shareholders are referred to paragraph 8 of the Circular (which contains a summary of
   Dissenting Shareholders’ appraisal rights in respect of the Scheme).

4. Iliad 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, 11,
   September 2015) will not be eligible to vote at the Scheme 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, 10 December 2015), participate in the Scheme (i.e. sell their Shares to Steinhoff
   in accordance with the Scheme conditions for the Scheme Consideration).

5. Iliad Shareholders may submit a “Form of proxy” at any time before the commencement of the
   Scheme Meeting (or any adjournment of the Scheme Meeting) or hand it to the chairman of the
   Scheme Meeting before the appointed proxy exercises any of the relevant Iliad Shareholder’s
   rights at the Scheme Meeting (or any adjournment of the Scheme Meeting), provided that should
   an Iliad Shareholder lodge a ‘Form of proxy’ with the Transfer Secretaries less than 48 hours
   before the Scheme Meeting, such Iliad Shareholder will also be required to furnish a copy of such
   ‘Form of proxy’ to the chairman of the Scheme Meeting before the appointed proxy exercises any
   of such Iliad Shareholder’s rights at the Scheme Meeting (or any adjournment of the Scheme
   Meeting).

6. If the Scheme Meeting is adjourned or postponed, ‘Forms of proxy’ submitted for the initial
   Scheme Meeting will remain valid in respect of any adjournment or postponement of the Scheme
   Meeting.

7. All times given in this Circular are local times in South Africa.

8. The Scheme is required to be approved by at least 75% of voting Iliad Shareholders who, being
   entitled to vote at the Scheme Meeting, attend and vote at the Scheme Meeting.

9. Share certificates may not be dematerialised or rematerialised after the Scheme Last Day to
   Trade.

IMPORTANT DATES IN RELATION TO THE SPECIAL DIVIDEND

In addition to the R 10.00 per Iliad share offered by Steinhoff, the Board of Iliad will declare the Special
Dividend of 24 cents per share (gross) should the Conditions Precedent attendant upon the Scheme being
fulfilled and a finalisation announcement will be made to confirm this. The expected timeline in relation to the
Special Dividend is set out below:
                                                                                                  
 Action                                                                               2015

 Special Dividend declaration date                                      Friday 20 November

 Expected Special Dividend finalisation date and finalisation         Tuesday, 24 November
 announcement on SENS on

 Last day to trade cum dividend                                      Thursday, 10 December

 Special Dividend record date                                          Friday, 18 December

 Special Dividend payment date                                         Monday, 21 December

Johannesburg
28 August 2015
Sponsor and Corporate Advisor to Iliad: Bridge Capital Advisors Proprietary Limited

Date: 28/08/2015 12:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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