METMAR LIMITED - Extension of long stop date, waiver of conditions precedent by Traxys and revised timetable

Release Date: 30/09/2015 15:40
Code(s): MML
 
Wrap Text
Extension of long stop date, waiver of conditions precedent by Traxys and revised timetable

 Metmar Limited                                         Traxys Africa Proprietary Limited
 (Incorporated in the Republic of South Africa)         (Incorporated in the Republic of South Africa)
 (Registration number 1998/007269/06)                   (Registration number 1992/002255/07)
 JSE Share Code: MML ISIN: ZAE000078747                 ("Traxys")
 ("Metmar")




EXTENSION OF LONG STOP DATE, WAIVER OF CONDITIONS PRECEDENT BY
TRAXYS AND REVISED TIMETABLE

1.    EXTENSION OF LONG STOP DATE, WAIVER OF CONDITIONS PRECEDENT BY TRAXYS
      AND REVISED TIMETABLE

      Metmar shareholders are referred to the announcement released on SENS on Tuesday, 15
      September 2015 advising of a further postponement of the finalisation announcement relating
      to the cash offer by Traxys to acquire all the issued shares of Metmar by way of a scheme of
      arrangement in terms of section 114 of the Companies Act 71 of 2008, as amended, (the
      "Scheme").

      Metmar shareholders are advised that Traxys has exercised its right to extend the date by
      which certain of the conditions precedent to the Scheme are required to be fulfilled or waived
      from 30 September 2015 to 30 October 2015 (“Long Stop Date”).

      Metmar shareholders are further advised that Traxys has waived all the conditions precedent to
      the Scheme which have not yet been fulfilled, and which are capable of waiver by Traxys.

      The only remaining conditions precedent to be fulfilled for the Scheme to become unconditional
      are thus receipt of JSE approval for the delisting of Metmar's shares and the issue of a
      compliance certificate by the Takeover Regulation Panel in relation to the Scheme. These
      conditions are expected to be fulfilled by Friday, 9 October 2015.

      Metmar shareholders are therefore advised of the revised important dates and times pertaining
      to the Scheme as set out below:

                                                                                                         2015
       Expected Scheme finalisation date                                                    Friday, 9 October

       Finalisation announcement expected to be released on SENS                            Friday, 9 October

       Finalisation announcement expected to be published in the South                     Monday, 12 October
       African press
       Expected last day to trade in order to be recorded in the securities                Friday, 16 October
       register of Metmar on the Scheme record date
       Suspension of trading on the JSE expected from the                                   Monday, 19 October
       commencement of trade
       Expected Scheme record date on which shareholders must be                            Friday, 23 October
       recorded in the securities register of Metmar to receive the
       scheme consideration
       Expected Scheme implementation date                                                  Monday, 26 October

       Scheme consideration expected to be posted/paid to Scheme                            Monday, 26 October
       participants holding certificated shares (provided their forms of
       surrender and transfer are received on or prior to 12:00 on the
       Scheme record date)
       CSDP or broker accounts of Scheme participants holding                               Monday, 26 October
       dematerialised shares expected to be credited with the Scheme
       consideration
       Expected termination of listing on the JSE at the commencement                      Tuesday, 27 October
       of trade

       Notes:
       1.   All dates and times indicated are South African dates and times.
       2.   Shares may not be dematerialised or rematerialised after the last day to trade.



2.   TRAXYS RESPONSIBILITY STATEMENT

     Traxys (to the extent that the information relates to Traxys) accepts responsibility for the
     information contained in this announcement and, to the best of its knowledge and belief,
     confirms that the information is true and this announcement does not omit anything likely to
     affect the importance of the information included.

3.   INDEPENDENT BOARD RESPONSIBILITY STATEMENT

     The independent board of Metmar established to consider the Scheme (to the extent that the
     information relates to Metmar) accepts responsibility for the information contained in this
     announcement and, to the best of its knowledge and belief, confirms that the information is true
     and this announcement does not omit anything likely to affect the importance of the information
     included.

Bryanston

30 September 2015



Investment bank, corporate advisor and sponsor to Metmar: Nedbank CIB
Legal advisor to Metmar: Webber Wentzel
Legal advisor to Traxys: Edward Nathan Sonnenbergs Incorporated

Date: 30/09/2015 03:40:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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