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Posting of Schemes Circular and Notices Convening Meetings
ASTRAPAK LIMITED
Incorporated in the Republic of South Africa
(Registration number 1995/009169/06)
Share code: APK ISIN: ZAE000096962
Share code: APKP ISIN: ZAE000087201
(“Astrapak” or “the Company”)
POSTING OF SCHEMES CIRCULAR AND NOTICES CONVENING THE GENERAL MEETING OF
ASTRAPAK SHAREHOLDERS, THE PREFERENCE SHARE SCHEME MEETING AND THE
ORDINARY SHARE SCHEME MEETING
1. INTRODUCTION
Astrapak Shareholders are referred to the following announcements (and using the terms defined therein
unless otherwise stated) released on SENS:
- the joint firm intention announcement dated 15 December 2016 regarding, inter alia:
o the Offer by RPC to acquire, either itself or through RPC Nominee, all of the Astrapak Ordinary
Shares, excluding the Treasury Shares and 1 258 594 Astrapak Ordinary Shares held by the ASOS
Trust, being a total of 121 035 232 Astrapak Ordinary Shares, as well as the voluntary repurchase by
Astrapak of all of the Preference Shares in issue from the holders thereof, both by way of schemes
of arrangement in terms of section 114 of the Companies Act, to be proposed by the Astrapak Board
to the Astrapak Shareholders; and
o the unbundling of all the shares in Master Plastics to Astrapak Ordinary Shareholders by way of a
distribution in specie in terms of section 46(1)(a)(ii) of the Companies Act and section 46 of the Income
Tax Act (the “Unbundling”), and the separate listing of the issued shares of Master Plastics on the
AltX (the “Listing”), both subject to the passing of all the resolutions to be voted upon in terms of the
Schemes Circular;
- the extension to the distribution of the Schemes Circular announcement dated 19 January 2017;
- the extension to certain Ordinary Share Scheme Conditions and Preference Shares Conditions Fulfilment
Dates announcement dated 31 January 2017; and
- the further extension to the distribution of the Schemes Circular, and certain Ordinary Share Scheme
Conditions and Preference Share Scheme Conditions Fulfilment Dates announcement dated
23 March 2017.
Fulfilment of Posting Conditions, and other conditions, prior to distribution of the Schemes Circular
Astrapak Shareholders are hereby advised that all the Posting Conditions (and certain other conditions to the
Ordinary Share Scheme and the Preference Share Scheme) have been fulfilled, leaving only certain of the
Ordinary Share Scheme Conditions and the Preference Share Scheme Conditions relating to the passing of
the necessary resolutions, the Unbundling and final approval by the Panel, to be fulfilled. Consequently, the
Schemes Circular providing the relevant information regarding, inter alia, the Ordinary Share Scheme and the
Preference Share Scheme (collectively referred to hereinafter as the “Schemes”), the Unbundling and the
Listing, and incorporating, inter alia, the notices to convene a General Meeting of Astrapak Shareholders, the
Ordinary Share Scheme Meeting and the Preference Share Scheme Meeting (collectively referred to
hereinafter as the “Meetings”), was distributed to Astrapak Shareholders today, 7 April 2017. The Schemes
Circular is also available on the Company’s website (www.astrapak.co.za).
2. NOTICES CONVENING THE MEETINGS
Notice is hereby given that:
- the General Meeting of Astrapak Shareholders will be held at 10:00 on Friday, 12 May 2017, for the
purpose of considering and, if deemed fit, passing, with or without modification, the resolutions set out in
the notice convening the General Meeting of Astrapak Shareholders;
- the Preference Share Scheme Meeting will be held at 10:30 (or immediately following the General
Meeting of Astrapak Shareholders, whichever is earlier) on Friday, 12 May 2017, for the purpose of
considering and, if deemed fit, passing, with or without modification, the resolutions necessary to
implement the Preference Share Scheme;
- the Ordinary Share Scheme Meeting will be held at 11:00 (or immediately following the Preference Share
Scheme Meeting, whichever is earlier) on Friday, 12 May 2017, for the purpose of considering and, if
deemed fit, passing, with or without modification, the resolutions necessary to implement the Ordinary
Share Scheme,
at Protea Hotel Fire & Ice, situated at Melrose Arch, Sandton, Johannesburg.
3. IMPORTANT DATES AND TIMES
The important dates and times relating to the Schemes (“Timetable”) are set out below. Words and
expressions in the Timetable and the notes thereto shall have the same meanings as assigned to them in the
Schemes Circular.
IMPORTANT DATES AND TIMES IN RESPECT OF THE ORDINARY SHARE
SCHEME 2017
Record date to determine which Astrapak Ordinary Shareholders are entitled to
receive the Schemes Circular Friday, 31 March
Schemes Circular distributed to Astrapak Ordinary Shareholders and Notices of the
General Meeting of Astrapak Shareholders and the Ordinary Share Scheme Meeting
released on SENS on Friday, 7 April
Notices of the General Meeting of Astrapak Shareholders and the Ordinary Share
Scheme Meeting published in the South African press on Monday, 10 April
Last day to trade Astrapak Ordinary Shares in order to be recorded in the Register
to vote at the General Meeting of Astrapak Shareholders and/or the Ordinary Share
Scheme Meeting (see note 2 below) on Tuesday, 2 May
Record date to be eligible to vote at the General Meeting of Astrapak Shareholders
and the record date to be eligible to vote at the Ordinary Share Scheme Meeting
(being the Ordinary Share Scheme Voting Record Date) by close of trade on Friday, 5 May
Last day to lodge Form/s of Proxy in respect of the General Meeting of Astrapak
Shareholders (pink) and/or the Ordinary Share Scheme Meeting (yellow) with the
Transfer Secretaries by 10:00 on (alternatively the Form/s of Proxy in respect of the
General Meeting of Astrapak Shareholders (pink) and/or the Ordinary Share
Scheme Meeting (yellow) may be handed to the chairperson of relevant meeting by Wednesday,
no later than 10:00 on Friday, 12 May) 10 May
Last date and time for Astrapak Ordinary Shareholders (but excluding the holders of
Excluded Ordinary Shares) to give notice of their objections to the special resolution
approving the Ordinary Share Scheme by no later than 10:00 on Friday, 12 May
General Meeting of Astrapak Shareholders to be held at 10:00 on Friday, 12 May
Ordinary Share Scheme Meeting to be held at 11:00 (or immediately following
the Preference Share Scheme Meeting, whichever is earlier) on Friday, 12 May
Results of the General Meeting of Astrapak Shareholders and the Ordinary Share
Scheme Meeting released on SENS on Friday, 12 May
Results of the General Meeting of Astrapak Shareholders and the Ordinary Share
Scheme Meeting published in the South African press on Monday, 15 May
If the Ordinary Share Scheme is approved by Ordinary Shareholders at the Ordinary
Share Scheme Meeting with sufficient voting rights such that no Ordinary
Shareholders may require the Company to obtain Court approval for the Ordinary
Share Scheme as contemplated in section 115(3)(a) of the Companies Act:
Last date on which Ordinary Shareholders can make application to the Court in terms
of section 115(3)(b) of the Companies Act on Friday, 26 May
Last date for Astrapak to give notice of adoption of the special resolution approving
the Ordinary Share Scheme to Ordinary Shareholders objecting to the special
resolution on Friday, 26 May
If no Ordinary Shareholders exercise their rights in terms of section 115(3)(b) of the
Companies Act:
Finalisation Date in respect of the Ordinary Share Scheme expected to be on Monday, 5 June
Finalisation Date announcement in respect of the Ordinary Share Scheme expected
to be released on SENS by no later than 11:00 on Monday, 5 June
Finalisation Date announcement in respect of the Ordinary Share Scheme expected
to be published in the South African press on Tuesday, 6 June
Expected Ordinary Share Scheme LDT, being the last day to trade Astrapak
Ordinary Shares on the JSE in order to be recorded in the Register to receive the
Ordinary Share Scheme Consideration, on Monday, 12 June
Suspension of listing of Astrapak Ordinary Shares on the JSE expected to take place
at the commencement of trade on Tuesday, 13 June
Expected Ordinary Share Scheme Consideration Record Date, being the date on
which Ordinary Share Scheme Participants must be recorded in the Register to
receive the potential consideration, comprising the aggregate of the Ordinary Share
Scheme Minimum Consideration and the Agterskot Consideration, by close of trade
on Thursday, 15 June
Expected date on which the Ordinary Share Scheme is implemented Monday, 19 June
Ordinary Share Scheme Minimum Consideration, together with the relevant
Agterskot Consideration amount, expected to be paid/posted to Ordinary Share
Scheme Participants who are Certificated Ordinary Shareholders (provided their
Forms of Surrender (orange) and Documents of Title are received on or prior to
12:00 on the Ordinary Share Scheme Consideration Record Date) on or about Monday, 19 June
Ordinary Share Scheme Participants who are Dematerialised Ordinary Shareholders
expected to have their accounts (held at their CSDP or broker) credited with the
Ordinary Share Scheme Minimum Consideration, together with the relevant
Agterskot Consideration amount, on or about Monday, 19 June
Termination of listing of Astrapak Ordinary Shares on the JSE expected to take place
at the commencement of trade on or about Tuesday, 20 June
Notes:
1. All dates and times may be changed by mutual agreement between Astrapak and RPC (subject to the approval of
the JSE and/or the Panel, if required). The dates have been determined based on certain assumptions regarding
the date by which certain regulatory approvals will have been obtained and that no Court approval or review of the
special resolution required to approve the implementation of the Ordinary Share Scheme will be required. Any
change in the dates and times will be released on SENS and published in the South African press.
2. Ordinary Shareholders should note that, as transactions in Ordinary Shares are settled in the electronic settlement
system used by Strate, settlement of trades takes place three Business Days after such trade. Therefore, Ordinary
Shareholders who acquire Astrapak Ordinary Shares after close of trade on Tuesday, 2 May 2017 will not be eligible
to vote at the General Meeting of Astrapak Shareholders and/or the Ordinary Share Scheme Meeting.
3. All times given in this document are local times in South Africa.
4. Astrapak Ordinary Shares may not be dematerialised or rematerialised after the Ordinary Share Scheme LDT, which
is expected to be Monday, 12 June 2017 and the Ordinary Share Scheme Consideration Record Date, Thursday,
15 June 2017.
5. If the Ordinary Share Scheme is approved by an insufficient number of Ordinary Share Scheme Members at the
Ordinary Share Scheme Meeting so that an Ordinary Share Scheme Member may require Astrapak to obtain Court
approval of the Ordinary Share Scheme, as contemplated in section 115(3)(a) of the Companies Act, and an
Ordinary Share Scheme Member in fact delivers such a request, the dates and times set out above will not be
relevant. If this is the case, Ordinary Shareholders will be notified separately of the applicable dates and times under
this process.
6. If any Ordinary Share Scheme Member who votes against the Ordinary Share Scheme exercises its rights in
accordance with section 115(3)(b) of the Companies Act and applies to Court for a review of the Proposed
Transaction, the dates and times set out above will not be relevant. If this is the case, Ordinary Shareholders will
be notified separately of the applicable dates and times under this process.
7. If the Ordinary Share Scheme Meeting is adjourned or postponed, Forms of Proxy in respect of the Ordinary Share
Scheme Meeting (yellow) submitted for the initial Ordinary Share Scheme Meeting will remain valid in respect of
any adjournment or postponement of the Ordinary Share Scheme Meeting.
8. Certain important dates and times in respect of the Unbundling and Listing are set out below:
2017
Master Plastics Pre-Listing Statement and notice of general meeting distributed to
Astrapak Ordinary Shareholders and abridged Master Plastics Pre-Listing Statement
released on SENS Thursday, 20 April
Finalisation date announcement expected to be released on SENS Friday, 12 May
Last day to trade for Astrapak Ordinary Shareholders to participate in the Unbundling Tuesday, 23 May
Listing of Master Plastics on the AltX1 Wednesday, 24 May
Astrapak Ordinary Shares commence trading “ex” their entitlement to Master Plastics
Shares Wednesday, 24 May
Announcement of specified ratio in respect of apportionment of costs/base cost of
Astrapak and Master Plastics for taxation / CGT purposes released on SENS Thursday, 25 May
Record date to receive Master Plastics Shares in relation to the Unbundling Friday, 26 May
Master Plastics Shares unbundled to Astrapak Ordinary Shareholders Monday, 29 May
Astrapak Ordinary Shareholders’ accounts at CSDPs / Brokers updated Monday, 29 May
General meeting of shareholders of Master Plastics to be held at 10:00 on Wednesday, 31 May
Note:
1. Astrapak Shareholders are advised that, at the date of distribution of the Schemes Circular, being 7 April
2017, the Unbundling and Listing are still subject to the passing of all resolutions to be voted upon in
terms of the Schemes Circular at the Meetings and approval by the relevant regulatory authorities,
including the approval by the JSE, of the Master Plastics Pre-Listing Statement.
IMPORTANT DATES AND TIMES IN RESPECT OF THE PREFERENCE SHARE
SCHEME 2017
Record date to determine which Astrapak Preference Shareholders are entitled to
receive the Schemes Circular Friday, 31 March
Schemes Circular distributed to Astrapak Preference Shareholders and Notices of
the General Meeting of Astrapak Shareholders and the Preference Share Scheme
Meeting released on SENS on Friday, 7 April
Notices of the General Meeting of Astrapak Shareholders and the Preference Share
Scheme Meeting published in the South African press on Monday, 10 April
Last day to trade Astrapak Preference Shares in order to be recorded in the Register
to vote at the General Meeting of Astrapak Shareholders and/or the Preference
Share Scheme Meeting (see note 2 below) on Tuesday, 2 May
Record date to be eligible to vote at the General Meeting of Astrapak Shareholders
and the record date to be eligible to vote at the Preference Share Scheme Meeting
(being the Preference Share Scheme Voting Record Date) by close of trade on Friday, 5 May
Last day to lodge Form/s of Proxy in respect of the General Meeting of Astrapak
Shareholders (pink) and/or the Preference Share Scheme Meeting (green) with the
Transfer Secretaries by 10:00 on (alternatively the Form/s of Proxy in respect of the
General Meeting of Astrapak Shareholders (pink) and/or the Preference Share
Scheme Meeting (green) may be handed to the chairperson of relevant meeting by Wednesday,
no later than 10:00 on Friday, 12 May) 10 May
Last date and time for Astrapak Preference Shareholders to give notice of their
objections to the special resolution approving the Preference Share Scheme by no
later than 10:00 on Friday, 12 May
General Meeting of Astrapak Shareholders to be held at 10:00 on Friday, 12 May
Preference Share Scheme Meeting to be held at 10:30 (or immediately
following the General Meeting of Astrapak Shareholders, whichever is earlier)
on Friday, 12 May
Results of the General Meeting of Astrapak Shareholders and the Preference Share
Scheme Meeting released on SENS on Friday, 12 May
Results of the General Meeting of Astrapak Shareholders and the Preference Share
Scheme Meeting published in the South African press on Monday, 15 May
If the Preference Share Scheme is approved by Preference Shareholders at the
Preference Share Scheme Meeting with sufficient voting rights such that no
Preference Shareholders may require the Company to obtain Court approval for the
Preference Share Scheme as contemplated in section 115(3)(a) of the Companies
Act:
Last date on which Preference Shareholders can make application to the Court in
terms of section 115(3)(b) of the Companies Act on Friday, 26 May
Last date for Astrapak to give notice of adoption of the special resolution approving
the Preference Share Scheme to Preference Shareholders objecting to the special
resolution on Friday, 26 May
If no Preference Shareholders exercise their rights in terms of section 115(3)(b) of
the Companies Act:
Finalisation Date in respect of the Preference Share Scheme expected to be on Monday, 5 June
Finalisation Date announcement in respect of the Preference Share Scheme
expected to be released on SENS by no later than 11:00 on Monday, 5 June
Finalisation Date announcement in respect of the Preference Share Scheme
expected to be published in the South African press on Tuesday, 6 June
Expected Preference Share Scheme LDT, being the last day to trade Preference
Shares on the JSE in order to be recorded in the Register to receive the Preference
Share Scheme Consideration, on Monday, 12 June
Suspension of listing of Preference Shares on the JSE expected to take place at the
commencement of trade on Tuesday, 13 June
Expected Preference Share Scheme Consideration Record Date, being the date on
which Preference Share Scheme Participants must be recorded in the Register to
receive the Preference Share Scheme Consideration, by close of trade on Thursday, 15 June
Expected date on which the Preference Share Scheme is implemented Monday, 19 June
Preference Scheme Consideration expected to be paid/posted to Preference Share
Scheme Participants who are Certificated Preference Shareholders (provided their
Forms of Surrender (blue) and Documents of Title are received on or prior to 12:00
on the Preference Share Scheme Consideration Record Date) on or about Monday, 19 June
Preference Share Scheme Participants who are Dematerialised Preference
Shareholders expected to have their accounts (held at their CSDP or broker) credited
with the Preference Share Scheme Consideration on or about Monday, 19 June
Termination of listing of Preference Shares on the JSE expected to take place at the
commencement of trade on or about Tuesday, 20 June
Notes:
1. All dates and times may be changed at the sole discretion of Astrapak (subject to the approval of the JSE and/or
the Panel, if required). The dates have been determined based on certain assumptions regarding the date by which
certain regulatory approvals will have been obtained and that no Court approval or review of the special resolution
required to approve the implementation of the Preference Share Scheme will be required. Any change in the dates
and times will be released on SENS and published in the South African press.
2. Preference Shareholders should note that, as transactions in Preference Shares are settled in the electronic
settlement system used by Strate, settlement of trades takes place three Business Days after such trade. Therefore,
Preference Shareholders who acquire Astrapak Preference Shares after close of trade on Tuesday, 2 May 2017 will
not be eligible to vote at the General Meeting of Astrapak Shareholders and/or the Preference Share Scheme
Meeting.
3. All times given in this document are local times in South Africa.
4. Astrapak Preference Shares may not be dematerialised or rematerialised after the Preference Share Scheme LDT,
which is expected to be Monday, 12 June 2017 and the Preference Share Scheme Consideration Record Date,
Thursday, 15 June 2017.
5. If the Preference Share Scheme is approved by an insufficient number of Preference Share Scheme Members at
the Preference Share Scheme Meeting so that a Preference Share Scheme Member may require Astrapak to obtain
Court approval of the Preference Share Scheme, as contemplated in section 115(3)(a) of the Companies Act, and
a Preference Share Scheme Member in fact delivers such a request, the dates and times set out above will not be
relevant. If this is the case, Preference Shareholders will be notified separately of the applicable dates and times
under this process.
6. If any Preference Share Scheme Member who votes against the Preference Share Scheme exercises its rights in
accordance with section 115(3)(b) of the Companies Act and applies to Court for a review of the proposed
Preference Share Scheme, the dates and times set out above will not be relevant. If this is the case, Preference
Shareholders will be notified separately of the applicable dates and times under this process.
7. If the Preference Share Scheme Meeting is adjourned or postponed, Forms of Proxy in respect of the Preference
Share Scheme Meeting (green) submitted for the initial Preference Share Scheme Meeting will remain valid in
respect of any adjournment or postponement of the Preference Share Scheme Meeting.
4. FOREIGN SHAREHOLDERS
It is the responsibility of any foreign Astrapak Ordinary Shareholder (including, without limitation, nominees,
agents and trustees for such persons) receiving the Schemes Circular and wishing to take up their entitlement
to unbundled Master Plastics Shares to satisfy themselves as to full observance of the applicable laws of any
relevant territory, including obtaining any requisite governmental or other consents, observing any other
requisite formalities and paying any issue, transfer or other taxes due in such territories.
Foreign Astrapak Ordinary Shareholders are obliged to observe the applicable legal requirements of their
relevant jurisdictions. The Unbundling is governed by the laws of South Africa and is subject to any applicable
laws and regulations, including the exchange control regulations. Any Astrapak Ordinary Shareholder who is
in doubt as to his position with respect to the Unbundling in any jurisdiction, including, without limitation, his
tax status, should consult an appropriate independent professional adviser in the relevant jurisdiction without
delay.
Johannesburg
7 April 2017
Corporate Advisor and Transaction Sponsor to Astrapak
Merchantec Capital
Legal Advisor to Astrapak
Webber Wentzel
Date: 07/04/2017 05:20:00 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.
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