Wrap Text
Posting of circular, salient dates and times in respect of mandatory and comparable offer
AFRICAN & OVERSEAS ENTERPRISES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1947/027461/06)
JSE share code: AOO ISIN: ZAE000000485
JSE share code: AON ISIN: ZAE000009718
JSE share code: AOVP ISIN: ZAE000000493
(“African and Overseas” or “the company”)
POSTING OF CIRCULAR, SALIENT DATES AND TIMES IN RESPECT OF MANDATORY AND 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 mandatory and comparable offer made to African and Overseas 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 African and
Overseas independent board’s opinion on such offer and the offer consideration (the “circular”) has been posted to
African and Overseas ordinary and “N” ordinary shareholders.
Copies of the circular will be made available for inspection during normal business hours at the offices of African and
Overseas, Rex Buildings, 263 Victoria Road, Salt River, Cape Town, 7925 from 9 June 2016 to 22 July 2016 and at the
African and Overseas 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 mandatory and 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 African and Overseas ordinary shares and “N” ordinary shares
other than those it already owns in exchange for the offer consideration of R14.07 per African and Overseas ordinary
share and R11.12 per African and Overseas “N” ordinary share, respectively (the “mandatory and 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 African and
Overseas board of directors comprising Patrick Naylor, Humphrey Borkum and Romain Orlin (the “independent
board”) was appointed for the purposes of considering the mandatory and 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 mandatory and comparable offer are fair
and reasonable to African and Overseas 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 mandatory and comparable offer for African and Overseas ordinary shares is not fair but is reasonable;
- the mandatory and comparable offer for African and Overseas “N” ordinary shares is not fair but is reasonable;
- the mandatory and comparable offers for African and Overseas ordinary and “N” ordinary shares are comparable.
The independent board, having considered the terms of the mandatory and comparable offer and, inter alia, the opinion of
the independent expert, is unanimously of the opinion that:
- the mandatory and comparable offer for African and Overseas ordinary shares is not fair but is reasonable;
- the mandatory and comparable offer for African and Overseas “N” ordinary shares is not fair but is
reasonable;
- the mandatory and comparable offers for African and Overseas ordinary and “N” ordinary shares are
comparable.
The independent board has recommended that the African and Overseas ordinary shareholders and “N” ordinary
shareholders should not accept the mandatory and comparable offer.
4. Salient dates and times relating to the mandatory and comparable offer
2016
Posting date for the circular to African and Overseas ordinary shareholders and “N” Thursday, 9 June
ordinary shareholders on
Opening date of the mandatory and comparable offer at 09:00 on Friday, 10 June
Last date to trade in order to participate in the mandatory and comparable offer on Tuesday, 19 July
Record date, being the final date upon which African and Overseas ordinary Friday, 22 July
shareholders and “N” ordinary shareholders must be recorded in the register in
order to be eligible to accept the mandatory and comparable offer on
Closing date of the mandatory and comparable offer at 12:00 on Friday, 22 July
Results of the mandatory and comparable offer announced on SENS on Monday, 25 July
Results of the mandatory and comparable offer published in the press on Tuesday, 26 July
Offer consideration posted to offer participants (once documents of title have been Within 6 business days of
received) acceptance of the mandatory and
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. African and Overseas 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 African and Overseas transfer secretary by no later than 12:00 on the closing date.
3. African and Overseas shareholders whose African and Overseas 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
mandatory and comparable offer in the manner and time stipulated in the custody agreement governing the
relationship between the African and Overseas shareholder and the CSDP or broker.
4. In the case of African and Overseas shareholders who have accepted the mandatory and 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 African and Overseas shareholder’s bank account, whichever an African and Overseas
shareholder may instruct, at the risk of the African and Overseas shareholder concerned.
5. In the case of African and Overseas shareholders whose African and Overseas 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
African and Overseas 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').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
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.
Sharenet Sites 
