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ASTRAPAK LIMITED - Fulfilment of Outstanding Condition Precedent and Finalisation Announcement

Release Date: 05/06/2017 11:18
Code(s): APK APKP     PDF:  
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Fulfilment of Outstanding Condition Precedent and Finalisation Announcement

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”)


FULFILMENT OF OUTSTANDING CONDITION PRECEDENT AND FINALISATION ANNOUNCEMENT


Astrapak Shareholders are referred to the announcements released on SENS on 15 December 2016, 19 January
2017, 31 January 2017, 23 March 2017, 7 April 2017 and 12 May 2017, and to the circular to Astrapak
Shareholders dated 7 April 2017 (“Circular”) (and using the terms defined therein unless otherwise stated)
regarding, inter alia the Offer by RPC to acquire, either itself or through RPC Nominee, all of the Astrapak Ordinary
Shares, excluding the 12 837 424 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 proposed by the Astrapak Board to the Astrapak Shareholders.

Astrapak Shareholders are advised that, following receipt from the Takeover Regulation Panel (“Panel”) of the
compliance certificate in terms of section 119(4)(b) of the Companies Act in respect of the Ordinary Share Scheme
and the Preference Share Scheme on 30 May 2017, all outstanding conditions to the implementation of the
Ordinary Share Scheme and the Preference Share Scheme have now been fulfilled.

Astrapak Shareholders are reminded of the following important dates and times relating to the Schemes
(“Timetable”) as 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

 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 relevant portion or all of the Agterskot Consideration1, 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 portion or all
 of the Agterskot Consideration1 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       Monday, 19 June
 Share Scheme Minimum Consideration, together with the relevant portion or all of the
 Agterskot Consideration1 amount, on or about

 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

1.   Astrapak Ordinary Shareholders are referred to paragraph 3.2.5 of the Circular pertaining to the ‘Settlement of the potential
     aggregate Ordinary Share Scheme Consideration’ and are hereby advised that:

     1.1     a further announcement will be made to confirm whether the Completion Calculation Amount has become payable,
             as set out in paragraph 3.2.5.3.1 of the Circular;

     1.2     as the purchase price in respect of the Denver Property has not been received prior to the Ordinary Share Scheme
             Conditions Fulfilment Date, the Denver Property Amount will accordingly only be paid to Ordinary Share Scheme
             Participants upon receipt thereof by Astrapak in accordance with paragraph 3.2.5.4.2 of the Circular; and

     1.3     as the Existing Litigation Matter(s) have been finally determined or settled, the relevant Agterskot Litigation
             Consideration of R40 million, or 33.05 cents per Ordinary Scheme Share, will be paid to Ordinary Share Scheme
             Participants in accordance with paragraph 3.2.5.5.1 of the Circular, together with the Ordinary Scheme Minimum
             Consideration of R6.40, on 19 June 2017.
Notes:

1.   All times given in this document are local times in South Africa.

2.   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.


 IMPORTANT DATES AND TIMES IN RESPECT OF THE PREFERENCE SHARE
 SCHEME                                                                                                               2017

 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 times given in this document are local times in South Africa.
2.   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.


Johannesburg
5 June 2017

Corporate Advisor and Transaction Sponsor to Astrapak
Merchantec Capital

Legal Advisor to Astrapak
Webber Wentzel

Date: 05/06/2017 11:18:00 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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