ZURICH INSURANCE COMPANY S A LTD - Acquisition by SA Fire House of all Zurich shares in terms of the scheme of arrangement and delisting of Zurich

Release Date: 04/09/2015 12:00
Code(s): ZSA
 
Wrap Text
Acquisition by SA Fire House of all Zurich shares in terms of the scheme of arrangement and delisting of Zurich

ZURICH INSURANCE COMPANY LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1965/0006764/06)
(Share code: ZSA)
(ISIN: ZAE000094496)
(“Zurich”)

FINALISATION ANNOUNCEMENT IN RELATION TO THE ACQUISITION BY SA FIRE HOUSE
LIMITED (“SA FIRE HOUSE”) OF ALL ZURICH SHARES IN TERMS OF A SCHEME OF
ARRANGEMENT AND DELISTING OF ZURICH

BACKGROUND

Holders of Zurich ordinary shares (“Shareholders”) are referred to the circular issued on Friday, 7
August 2015 regarding the scheme of arrangement (“Scheme”) proposed by SA Fire House between
Zurich and its Shareholders (other than SA Fire House) in terms of which SA Fire House will acquire
all Zurich ordinary shares (“Shares”) not already held by it from Shareholders and all the Shares will
subsequently be delisted from the stock exchange operated by the JSE Limited (“Delisting”).

RESULTS OF THE SCHEME MEETING

Shareholders are advised that all of the resolutions considered at the general meeting convened in
order to consider the Scheme (“Scheme Meeting”) were approved by the requisite majority of votes.

FULFILMENT OF CONDITIONS PRECEDENT TO THE SCHEME

Shareholders are advised that all conditions precedent to the Scheme have been fulfilled and,
accordingly, that the Scheme is now unconditional. In terms of the Scheme, SA Fire House will
acquire all Shares not already held by it from Shareholders for the scheme consideration of R240 per
Share (“Scheme Consideration”), in terms of section 114, read with section 115, of the Companies
Act 71 of 2008, as amended.

The Delisting will take place following the completion of the Scheme and transfer of the Scheme
Consideration.

SALIENT DATES AND TIMES

The salient dates and times applicable to the Scheme and the Delisting contained in the circular
posted to Shareholders on 7 August 2015 remain as set out below:

                                                                                                2015
Last day to trade in Shares in order to be recorded in the Register on the
Scheme Record Date (“Scheme Last Day to Trade”)                              Friday, 11 September
Date of suspension of listing of Shares on the JSE                           Monday, 14 September
Scheme Record Date on which Shareholders must be recorded in
the Register to receive the Scheme Consideration                             Friday, 18 September
Operative Date of the Scheme                                                 Monday, 21 September
Scheme Consideration will be sent by EFT or by cheque to Certificated
Shareholders who have lodged their Form of Surrender and Transfer with
the Transfer Secretary on or prior to 12:00 on the Scheme Record Date
on or about                                                                  Monday, 21 September
Dematerialised Scheme Participants expected to have their accounts with
their CSDP or broker credited with the Scheme consideration on or about      Monday, 21 September
Termination of the listing of the Shares on the JSE at commencement of
trade on                                                                     Tuesday, 22 September

Notes:
1. All times shown in this notice are South African local times.
2. Share certificates may not be dematerialised or rematerialised after the Scheme Last Day to Trade.
3. Certificated Shareholders whose share certificates and duly completed Forms of Surrender are received by the transfer
   secretaries after 12:00 on Friday, 18 September 2015 will have the Scheme Consideration sent to them by cheque or EFT
   within 5 business days of receipt.

Johannesburg
4 September 2015

Corporate advisor and sponsor to Zurich
RAND MERCHANT BANK, a division of FirstRand Bank Limited

Legal Advisor to SA Fire House
Norton Rose Fulbright South Africa Inc

Independent Expert
KPMG Services Proprietary Limited

 




 

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