Finalisation announcement for Scheme of Arrangement
ILLOVO SUGAR LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1906/000622/06)
Share Code: ILV
(“the Company” or “Illovo”)
FINALISATION ANNOUNCEMENT FOR SCHEME OF ARRANGEMENT BETWEEN ILLOVO SUGAR
LIMITED AND ITS MINORITY SHAREHOLDERS
Shareholders of Illovo (“Shareholders”) are referred to the joint circular
(“Circular”) issued by Illovo and AB Sugar Africa Limited (“ABS Africa”) on
26 April 2016 regarding the scheme of arrangement in terms of section
114(1)(c) of the Companies Act, 2008 between Illovo and its Shareholders
other than ABF Overseas Limited (“Scheme”), proposed at the General Meeting
of Shareholders held on 25 May 2016 (“General Meeting”).
Shareholders are also referred to the notice published on the Stock Exchange
News Service (“SENS”) of the JSE Limited (“JSE”) on 25 May 2016, notifying
Shareholders that, at the General Meeting, the special and ordinary
resolutions set out in the Notice of General Meeting (which was dispatched
to Shareholders on 26 April 2016), were passed on a poll by the requisite
majorities (being those set out in the Notice of the General Meeting in
respect of each resolution).
Shareholders are advised that the conditions precedent to the Scheme have
now been fulfilled and the Company wishes to announce the following
remaining salient dates and times in relation to the implementation of the
Terms appearing in title case below bear the meanings assigned to them in
Last date on which Shareholders can make application to the
court in terms of section 115(3)(b) of the Companies Act Wednesday, 8 June
Expected last day to trade in Shares in order to be recorded
on the Register on the Scheme Record Date (Scheme Last Day
to Trade) Friday, 17 June
Expected date of the suspension of listing of Shares on the
securities exchange operated by the JSE Monday, 20 June
Expected Scheme Record Date on which Shareholders must be
recorded in the Register to receive the Scheme Consideration Friday, 24 June
Expected Operative Date of the Scheme Monday, 27 June
Expected date of payment/posting of Scheme Consideration to
Scheme Participants who hold Certificated Shares (if the
Form of Surrender and Transfer and Documents of Title are
received on or prior to 12:00 on the Scheme Record Date) Monday, 27 June
Expected date of updating the accounts of Scheme
Participants who hold Dematerialised Shares held at their
CSDP or broker Monday, 27 June
Expected termination of listing of Shares at commencement of
trade on the securities exchange operated by the JSE Tuesday, 28 June
1. All dates and times in respect of the Scheme are subject to change by
mutual agreement between Illovo and ABS Africa and the approval of the
JSE and the TRP and may be subject to certain regulatory approval(s).
Any change will be released on SENS and published in the South African
2. All times given in this announcement are local times in South Africa.
3. Shareholders who acquired Shares on, or prior to, the Scheme Last Day
to Trade (expected to be Friday, 17 June 2016), will participate in the
Scheme (ie, dispose of their Shares to ABS Africa in accordance with
the Scheme for the Scheme Consideration).
4. No dematerialisation or rematerialisation of Shares may take place from
the commencement of business on Monday 20 June 2016, being the Business
Day following the Scheme Last Day to Trade.
In order to claim the Scheme Consideration, Certificated Shareholders are
required to surrender their Documents of Title in respect of their Shares by
completing the Form of Surrender and Transfer (pink) annexed to the
Circular, in accordance with its instructions, and return it, together with
the Documents of Title, to the Transfer Secretaries: Link Market Services
Proprietary Limited, 13th Floor, Rennie House, 19 Ameshoff Street,
Braamfontein, 2001 (PO Box 4844, Johannesburg, 2000). Documents of Title
surrendered in anticipation of the Expected Operative Date of the Scheme
will be held in trust by the Transfer Secretaries, at the Shareholder’s
risk, pending the Scheme becoming operative. A Shareholder who surrenders
the Documents of Title in advance, will be unable to dematerialise and/or
trade in those shares on the JSE from the date of surrender.
Dematerialised Shareholders will have their accounts held at their CSDP
(Central Securities Depository Participant), or broker, debited with the
shares that are to be transferred in terms of the Scheme and credited with
the Scheme Consideration in accordance with the settlement terms of the
More detailed information regarding the Scheme and settlement of the Scheme
Consideration is recorded in the Circular which is available in electronic
form on Illovo’s website at www.illovosugar.co.za or which may be inspected
at Illovo’s registered office at 1 Nokwe Avenue, Ridgeside, Umhlanga,
J A Kunst
6 June 2016
J.P. Morgan Equities South Africa Proprietary Limited.
Financial adviser and transaction sponsor
The Standard Bank of South Africa Limited
Date: 06/06/2016 08:40:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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