DIGICORE HOLDINGS LIMITED - Joint Finalisation Announcement in respect of the Scheme of Arrangement

Release Date: 15/09/2015 17:00
Code(s): DGC
 
Wrap Text
Joint Finalisation Announcement in respect of the Scheme of Arrangement

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 FINALISATION   ANNOUNCEMENT   IN   RESPECT   OF   THE   SCHEME   OF
ARRANGEMENT

1.   INTRODUCTION

     Shareholders of Digicore (“Digicore Shareholders”) are referred
     to the announcement released on SENS on 2 September 2015, in
     terms of which shareholders were advised that all the proposed
     resolutions were passed by the requisite majorities of Digicore
     Shareholders in order to implement the scheme of arrangement in
     terms of which, if implemented, Novatel Wireless will acquire
     all the ordinary shares in Digicore (“Ordinary Shares”), other
     than the Ordinary Shares held by any subsidiaries of Digicore
     and the Ordinary Shares held by the Digicore Holdings Limited
     Share Trust (“Scheme”).

     Digicore Shareholders are also referred to the joint
     announcement published by Novatel Wireless and Digicore on 31
     July 2015, whereby shareholders were advised that a circular
     (“the Circular”), setting out the terms and conditions of, inter
     alia, the Scheme was distributed to Digicore Shareholders (“the
     31 July 2015 Announcement”).

     Shareholders are hereby advised that all of the conditions
     precedent as set out in Circular (“Scheme Conditions”) have now
     been fulfilled or waived and, accordingly, the Scheme has become
     unconditional.

2.   IMPORTANT DATES AND TIMES

     Digicore Shareholders are referred to the table below setting
     out important dates and times in relation to the final
     implementation of the Scheme. Digicore Shareholders should note
     that the important dates and times as set out below differ from
     those set out in the Circular and the 31 July 2015 Announcement.
     The aforementioned important dates and times have been brought
     forward due to the early fulfilment or waiver of the Scheme
     Conditions.

     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

     Scheme LDT on                                            Friday,
                                                         25 September

     Trading in Digicore Shares on the JSE                    Monday,
     suspended from commencement of trade on             28 September

     Scheme Consideration Record Date to be                  Friday,
     recorded in the Register in order to receive          2 October
     the Scheme Consideration on

     Scheme Implementation Date on                           Monday,
                                                           5 October

     Scheme Consideration payment to take place on           Monday,
                                                           5 October

     Termination of listing of Digicore Shares from         Tuesday,
     the JSE at commencement of trade on                   6 October

    Notes:

    1.   No dematerialisation or re-materialisation of Digicore
         Shares may take place from the commencement of business on
         the Business Day following the Scheme LDT.

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

Centurion
15 September 2015

PSG Capital Proprietary Limited: Transaction Advisor and Sponsor to
Digicore

Cliffe Dekker Hofmeyr: Legal Advisor to Digicore

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

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

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