AMALGAMATED ELECTRONIC CORP LIMITED - Finalisation Announcement

Release Date: 13/10/2016 17:09
Code(s): AER SCP
 
Wrap Text
Finalisation Announcement

Stellar Capital Partners Limited               Amalgamated Electronic Corporation Limited
(Incorporated in the Republic of South         (Incorporated in the Republic of South
Africa)                                        Africa)
(Registration number 1998/015580/06)           (Registration number 1997/010036/06)
Share code: SCP                                Share Code: AER
ISIN: ZAE000198586                             ISIN: ZAE000070587
(“Stellar Capital”)                            (“Amecor”)


FINALISATION ANNOUNCEMENT


Shareholders are referred to the joint Firm Intention Announcement released on the Stock Exchange
News Service (“SENS”) on 11 August 2016 (and using the terms defined therein unless otherwise
stated) in which Shareholders were informed that Stellar Capital or its Nominee, had made an
offer to acquire all the shares in Amecor (excluding the right to receive the Secequip
Distributions) for the Scheme Consideration.

Shareholders are advised that at the Scheme meeting held on 12 October 2016, all the requisite
resolutions necessary to implement the Scheme were passed. Shareholders are further advised
that all outstanding conditions precedent to implementation of the Scheme have now been fulfilled
including:

-     Receipt from the Takeover Regulation Panel of a compliance certificate in terms of section
      119(4)(b) of the Companies Act; and
-     Receipt from the Competition Tribunal of approval for the implementation of the Scheme

In light of the fact that 100% of the votes which were voted at the Scheme meeting were in
favour of the Scheme, the previous dates and times set out in the Circular and the announcement
released on SENS on 16 September 2016, making timing provision for dissenting shareholders to
exercise their rights in terms of Section 115(3) and section 164(4) of the Companies Act 71 of
2008, as amended, are no longer applicable. Accordingly the timetable has been adjusted and the
dates brought forward to allow for early implementation of the Scheme, as per the times and
dates set out below:

Item                                                                                          2016

Results announcement released on SENS                                        Wednesday, 12 October
Finalisation announcement released on SENS                                    Thursday, 13 October
Finalisation announcement to be published in the South African press            Friday, 14 October
Last day to trade in Amecor shares in order to be recorded
in the Register on the Scheme Record Date (Scheme Last Day to Trade)           Tuesday, 25 October
Date of suspension of listing of Amecor shares on the JSE                    Wednesday, 26 October
Election period for the Scheme closes at 12h00 on (see note 3 below)            Friday, 28 October
Scheme Record Date on which Shareholders must be recorded in the
Register to receive the Scheme Consideration based on the
elections made by the Scheme Participants                                       Friday, 28 October
Operative Date of the Scheme                                                    Monday, 31 October
Scheme Consideration will be settled to Certificated
Shareholders who have lodged their Form of Election, Surrender and
Transfers (pink) with the Transfer Secretary on or prior to 12:00 on
the Scheme Record Date on or about                                              Monday, 31 October
Dematerialised Scheme Participants to have their accounts with their
CSDP or broker credited with the Scheme Consideration on or about               Monday, 31 October
Termination of listing of Amecor shares at commencement of trade on
the JSE                                                                        Tuesday, 1 November

Notes

1.   All times indicated in this announcement are local times in South Africa.
2.   Share certificates may not be dematerialised or rematerialised after the Scheme Last Day
     to Trade.
3.   Dematerialised Shareholders are required to notify their duly appointed CSDP or broker of
     their election in accordance with the custody agreement entered into between them and their
     CSDP or broker in the manner and time stipulated therein. The CSDP or broker must, in turn,
     make the election on such Dematerialised Shareholder’s behalf, by no later than the
     designated date and time set out above, as to the form of the Scheme Consideration selected.
     Certificated Shareholders are required to have completed the attached Form of Election,
     Surrender and Transfer (pink) in accordance with its instructions and returned it, together
     with the relevant Documents of Title, to the Transfer Secretaries, to be received by no
     later than the designated time and date set out above.
4.   Shareholders should note that as transactions in Amecor shares are settled in the electronic
     settlement system used by Strate, settlement of trades takes place three Business Days
     after such trade. Therefore persons who acquire Amecor shares on or prior to the Scheme
     Last Day to Trade (25 October 2016), will participate in the Scheme (i.e. sell their Amecor
     shares to Stellar Capital, or its nominee in accordance with the Scheme for the Scheme
     Consideration)


Cape Town and Johannesburg
13 October 2016

Financial adviser and sponsor to Stellar Capital
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Corporate adviser and sponsor to Amecor
Merchantec Capital

Date: 13/10/2016 05:09:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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