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Posting of circular, salient dates and times in respect of comparable offer
REX TRUEFORM CLOTHING COMPANY LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1937/009839/06)
JSE share code: RTO ISIN: ZAE000006144
JSE share code: RTN ISIN: ZAE000009700
JSE share code: RTOP ISIN: ZAE000006151
(“Rex Trueform” or “the company”)
POSTING OF CIRCULAR, SALIENT DATES AND TIMES IN RESPECT OF COMPARABLE OFFER
1. Introduction
Shareholders are referred to the announcements released on Friday, 22 April 2016, Wednesday, 18 May 2016
and Wednesday, 1 June 2016. Shareholders are advised that a combined offer circular dated 9 June 2016
containing full details of the comparable offer made to Rex Trueform ordinary and “N” ordinary shareholders
by a consortium consisting of Geomer Investments Proprietary Limited, The Ceejay Trust, Gingko Trading
Proprietary Limited and Gingko Investments No. 2 Proprietary Limited (the “Consortium”) and incorporating
the Rex Trueform independent board’s opinion on such offer and the offer consideration (the “circular”) has
been posted to Rex Trueform ordinary and “N” ordinary shareholders.
Copies of the circular will be made available for inspection during normal business hours at the offices of Rex
Trueform, Rex Buildings, 263 Victoria Road, Salt River, Cape Town, 7925 from 9 June 2016 to 22 July 2016
and at the Rex Trueform transfer secretaries, Computershare Investor Services Proprietary Limited, 70
Marshall Street, Johannesburg, 2001. The circular is also available on the company’s website:
www.rextrueform.co.za.
2. Terms of the comparable offer
In compliance with its obligations under the Companies Act, 71 of 2008, as amended (the “Companies Act”)
read with the regulations promulgated in terms of the Companies Act (the “Companies Regulations”) the
Consortium has extended an unconditional cash offer to acquire all of the Rex Trueform ordinary shares and
“N” ordinary shares other than those it already owns in exchange for the offer consideration of R12.14 per Rex
Trueform ordinary share and R11.10 per Rex Trueform “N” ordinary share, respectively (the “comparable
offer”).
3. Opinion and recommendation of the independent board
In accordance with the requirements of the Companies Regulations, an independent sub-committee of the Rex
Trueform board of directors comprising Patrick Naylor, Humphrey Borkum and Romain Orlin (the
“independent board”) was appointed for the purposes of considering the comparable offer in accordance with
the requirements of the Companies Regulations.
The independent board appointed PSG Capital Proprietary Limited (the “independent expert”) as its
independent expert to provide the independent board with its opinion as to whether the terms of the
comparable offer are fair and reasonable to Rex Trueform ordinary shareholders and “N” ordinary
shareholders, in conformity with the applicable requirements of regulation 90 of the Companies Regulations.
On 3 June 2016, the independent expert delivered to the independent board an opinion to the effect that, as of
the date of the opinion:
- the comparable offer for Rex Trueform ordinary shares is not fair but is reasonable;
- the comparable offer for Rex Trueform “N” ordinary shares is not fair but is reasonable;
- the comparable offers for Rex Trueform ordinary and “N” ordinary shares are comparable.
The independent board, having considered the terms of the comparable offer and, inter alia, the opinion of the
independent expert, is unanimously of the opinion that:
- the comparable offer for Rex Trueform ordinary shares is not fair but is reasonable;
- the comparable offer for Rex Trueform “N” ordinary shares is not fair but is reasonable;
- the comparable offers for Rex Trueform ordinary and “N” ordinary shares are comparable.
The independent board has recommended that the Rex Trueform ordinary shareholders and “N”
ordinary shareholders should not accept the comparable offer.
4. Salient dates and times relating to the comparable offer
2016
Posting date for the circular to Rex Trueform ordinary shareholders and Thursday, 9 June
“N” ordinary shareholders on
Opening date of the comparable offer at 09:00 on Friday, 10 June
Last date to trade in order to participate in the comparable offer on Tuesday, 19 July
Record date, being the final date upon which Rex Trueform ordinary Friday, 22 July
shareholders and “N” ordinary shareholders must be recorded in the
register in order to be eligible to accept the comparable offer on
Closing date of the comparable offer at 12:00 on Friday, 22 July
Results of the comparable offer announced on SENS on Monday, 25 July
Results of the comparable offer published in the press on Tuesday, 26 July
Offer consideration posted to offer participants (once documents of title Within 6 business days of
have been received) acceptance of the comparable offer
Notes:
1. The above dates and times are subject to amendment by the Consortium, subject to prior written approval from the Takeover Regulation Panel
and the company being obtained. Any such amendment will be released on SENS and published in the South African press.
2. Rex Trueform shareholders and/or their CSDPs or brokers are required to complete and return the form of acceptance, surrender and transfer
attached to the circular in accordance with the instructions contained therein to be received by the Rex Trueform transfer secretary by no later
than 12:00 on the closing date.
3. Rex Trueform shareholders whose Rex Trueform shares are held by their CSDPs or brokers as nominee are required to notify their duly
appointed CSDP or broker timeously of their intention to accept the comparable offer in the manner and time stipulated in the custody
agreement governing the relationship between the Rex Trueform shareholder and the CSDP or broker.
4. In the case of Rex Trueform shareholders who have accepted the comparable offer and who have surrendered their documents of title, payment
of the offer consideration will be made by cheque or deposited directly into each such Rex Trueform shareholder’s bank account, whichever a
Rex Trueform shareholder may instruct, at the risk of the Rex Trueform shareholder concerned.
5. In the case of Rex Trueform shareholders whose Rex Trueform shares are held by their CSDPs or brokers as nominee, payment of the offer
consideration will be made by crediting their accounts at the CSDP or Broker, as the case may be, in accordance with the custody agreement
governing the relationship between the Rex Trueform shareholder and the CSDP or broker concerned.
6. All dates and times indicated above are South African dates and times.
9 June 2016
Corporate Advisor and Sponsor to the company
Java Capital
Legal Advisor to the company
MICHAEL KRAWITZ & CO
Corporate Advisor to the Consortium
Investec Bank Limited
Legal Advisor to the Consortium
Webber Wentzel
Independent expert
PSG Capital
Date: 09/06/2016 04:49:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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