Wrap Text
Posting of the circular and notice of general meeting
SABLE METALS AND MINERALS LIMITED
(formerly Sable Platinum Limited)
(Incorporated in the Republic of South Africa)
(Registration number: 2001/006539/06)
JSE share code: SMM ISIN: ZAE000185674
(“SMM” or “the company” or “the group”)
Posting of the circular and notice of general meeting
Shareholders are referred to the various announcements released on SENS regarding the circular to
shareholders.
Shareholders are notified that the circular regarding:
- a specific issue of 200 000 000 shares by Sable Metals and Minerals Limited (SMM) for
cash at 4 cents per share, resulting in an affected transaction as defined by the Companies
Act 2008 as amended (the Act), triggering a mandatory offer to all shareholders;
- a waiver of such offer by shareholders;
- the restructuring of the group and the release of the escrow shares;
- an amendment to the Sable Performance Share Rights Scheme;
- a scheme of arrangement in terms of section 114 of the Act proposed by the independent
board of SMM between SMM and two of its subsidiaries, Sable Platinum Holdings
Proprietary Limited (SPH) and Sable Platinum Mining Limited (SPM), and their respective
shareholders;
- a disposal of a loan claim to a related party, subject to the right of all SMM shareholders to
claw back their pro rata portions of the loan;
- a disposal of shares in the Project Companies by a subsidiary, SPM, in terms of section
112 of the Act; and
- a change of name to Middle East Diamond Resources Limited.
was posted to shareholders today.
Notice is hereby given that a general meeting of Sable shareholders recorded in the register as at
Friday, 15 January 2016, will be held at Block A, Kingsley Office Park, 85 Protea Road,
Chistlehurston, Sandton at 10:00 on 25 January 2016.
The timetable relating to the above actions are tabled below:
Action 2015
Circular posted to Sable shareholders recorded in the register at
the close of business on Friday, 12 December Monday, 21 December
Announcement relating to the issue of the circular and the notice
of general meeting released on SENS on (including the proposed
name change) Monday, 21 December
Announcement relating to the issue of the circular and the notice
of general meeting released in the press on (including the
proposed name change) Monday, 21 December
Last date for representations to the Takeover Regulation Panel
(TRP) re exemption from waiver Thursday, 31 December
2016
Last date to trade in order to be eligible to vote at the general
meeting Friday, 8 January
Record date to be eligible to vote at the general meeting Friday, 15 January
Last date for receipt of forms of proxy for the general meeting by
10:00 on Friday, 22 January
Dissenting shareholder wishing to exercise his appraisal rights,
notifies the company of his objection by 10:00 on Monday, 25 January
General meeting to be held at 10:00 on Monday, 25 January
Results of the general meeting released on SENS on Monday, 25 January
Finalisation date regarding name change Friday, 12 February
Last day to trade regarding name change Friday, 19 February
Change of name effective from commencement of trading under
the JSE Code MED and ISIN ZAE000211876 on Monday, 22 February
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List and trade new shares in the new name from commencement
of trading on Monday, 22 February
Record date regarding name change Friday, 26 February
Issue to certificated shareholders of new share certificates,
posting of share certificates to those shareholders who have
submitted their share certificates and surrender forms on or before
12:00 on the record date. Share certificates and surrender forms
received after 12:00 on the record date will have their new
certificates posted within 5 days of receipt of surrender .The
accounts of dematerialised shareholders at CSDP’s and brokers
will be updated on Monday, 29 February
Timetable if the scheme is approved by shareholders (the
following dates will be confirmed in the finalisation announcement) 2016
Last day for a dissenting shareholder to require Sable to apply to
court for approval of the scheme or the disposal (as the case may
be) in terms of section 115(3)(a) of the Act on Monday, 1 February
Last day for a dissenting shareholder to apply to court for leave to
apply for review of the scheme or disposal (as the case may be) in
terms of section 115(3)(b) of the Act on Monday, 8 February
Last day for Sable to send dissenting shareholders notices of the
adoption of the scheme resolution and the disposal resolution in
terms of section 164 of the Act on Monday, 8 February
Record date to be eligible for unlisted SPM shares Friday, 4 March
Last day for dissenting shareholders to demand that Sable
acquires his/her shares at fair value, in accordance with section
164 of the Act on Monday, 7 March
Receive compliance certificate from TRP on Tuesday, 8 March
Expected scheme finalisation date and finalisation announcement
on SENS on Tuesday, 8 March
Expected scheme finalisation date and finalisation announcement
in the press on Tuesday, 8 March
Anticipated listing date of the subscription shares Monday, 9 March
Anticipated date of issue of unlisted SPM shares to all
shareholders of Sable excluding Broken Land Adventures
Proprietary Limited (BLA) in certificated form Monday, 14 March
Notes:
1. All times are local times in South Africa.
2. The above dates and times are all subject to change by mutual agreement between Sable and BLA
and the approval/s of the TRP and JSE. Any amendment will be released on SENS and published in
the South African press.
3. 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 TRP.
4. Shareholders are referred to the dissenting shareholders’ appraisal rights in paragraphs 6 and 7 and
Annexure 7 of the circular.
5. Should the scheme be approved, unlisted shares in SPM will be issued to shareholders in certificated
form.
6. Persons who acquire shares after the voting last day to trade, will not be eligible to vote at the general
meeting, but will, provided the scheme is approved and they acquired the shares on or prior to the
scheme last day to trade, participate in the scheme (i.e. receive unlisted shares in SPM).
7. A shareholder may submit a proxy at any time before the commencement of the general meeting (or
any adjournment thereof) or hand it to the chairman of the general meeting before the appointed proxy
exercises any of the relevant shareholder’s rights at the general meeting (or any adjournment thereof),
provided that should such a shareholder lodge a form of proxy with the transfer secretaries less than
48 hours before the general meeting, such shareholder will also be required to furnish a copy of such
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form of proxy to the chairman of the general meeting before the appointed proxy exercises any of such
shareholder’s rights at the general meeting (or any adjournment thereof).
8. If the general meeting is adjourned or postponed, forms of proxy submitted for the initial general
meeting will remain valid in respect of any adjournment or postponement of that meeting.
9. If the scheme resolution is approved, share certificates may not be dematerialised or rematerialised
after the scheme last day to trade.
Johannesburg
21 December 2015
Sponsor and transaction adviser
Exchange Sponsors
Date: 21/12/2015 05:35:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
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indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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