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NIVEUS INVESTMENTS LIMITED - Unbundling and Related Party Transaction Circular

Release Date: 16/08/2017 09:44
Code(s): NIV     PDF:  
Wrap Text
Unbundling and Related Party Transaction Circular

NIVEUS INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1996/005744/06)
Share code: NIV
ISIN: ZAE000169553
(“Niveus” or “the Company”)

UNBUNDLING AND RELATED PARTY TRANSACTION CIRCULAR: PROPOSED UNBUNDLING
AND DISPOSAL BY NIVEUS OF CERTAIN GAMING BUSINESSES

1.   INTRODUCTION

     Shareholders of Niveus (“Shareholders”) are referred to the announcement by Niveus, released
     on SENS on 27 June 2017, advising that Niveus has elected to distribute its South African gaming
     interests (other than its sports betting and lottery interests), currently housed in its wholly-owned
     subsidiary, Niveus Invest 19 Limited (“GameCo”), to its Shareholders (“Unbundling”), prior to the
     implementation of certain transactions conditional upon the implementation of the Unbundling
     (“Proposed Transaction”).

     In terms of the Unbundling, Niveus will distribute up to 431 250 094 GameCo shares, comprising
     up to 93.75% of the total issued share capital of GameCo, to Shareholders by way of a distribution
     in specie pro rata to their respective shareholding in Niveus as at the record date for the
     Unbundling, which is anticipated to be Friday, 20 October 2017 (“Unbundling Record Date”), in
     the ratio of 3.6190 GameCo shares for every 1 Niveus share held by any such Shareholder on the
     Unbundling Record Date.

     Subject to certain conditions precedent and following the Unbundling, the Proposed Transaction
     will be implemented comprising of various inter-conditional steps, including the disposal by Niveus
     of the remaining GameCo shares held by it after the implementation of the Unbundling, to Tsogo
     Sun Holdings Limited (“Tsogo”), by accepting the offer to be made by Tsogo to the GameCo
     minority shareholders, to acquire their GameCo shares (“Tsogo Minority Offer”) and electing the
     cash based consideration alternative, being: (i) 20% in Tsogo shares (in the ratio of 1 Tsogo share
     for every 2.875 GameCo shares); and (ii) 80% in cash in the amount of R9.739 per GameCo share.

2.   DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING

     Shareholders are further advised that a circular (“Circular”), containing all the relevant information
     relating to the Unbundling and the Proposed Transaction, will be distributed today, Wednesday,
     16 August 2017. The Circular also incorporates a notice convening a general meeting of
     Shareholders (“General Meeting”) for the purpose of considering, and, if deemed fit, passing, with
     or without modification, the resolutions to effect the Unbundling and Proposed Transaction in terms
     of the notice of General Meeting attached to and forming part of the Circular.

     The General Meeting will be held at 12:00 on Thursday, 14 September 2017 at SunSquare City
     Bowl, 23 Buitengracht Street, Cape Town City Centre, to consider and, if deemed fit, to pass, with
     or without modification, the requisite resolutions required to give effect to the Unbundling and the
     Proposed Transaction.

     The Circular is available in English only. Copies may be obtained during normal business hours
     from the registered office of Niveus and from the offices of PSG Capital Proprietary Limited, whose
     addresses are set out in the “Corporate Information” section of the Circular from Wednesday,
     16 August 2017 until Thursday, 14 September 2017 (both days inclusive). A copy of the Circular
     will also be available on Niveus’ website (www.niveus.co.za).

3.   IMPORTANT DATES AND TIMES

     Shareholders are referred to the table below setting out important dates and times in relation to
     the Unbundling.

     Salient dates and times                                                             2017

     Notice record date, being the date on which a Shareholder must be          Friday, 11 August
     registered in the securities register in order to be eligible to receive
     notice of the General Meeting on

     Circular incorporating the notice of General Meeting and form of           Wednesday, 16 August
     proxy, distributed to Shareholders on

     Announcement of distribution of Circular and notice convening the          Wednesday, 16 August
     General Meeting released on SENS on

     Announcement of distribution of Circular and notice convening the          Thursday, 17 August
     General Meeting published in the South African press on

     Last day to trade Niveus shares in order to be recorded in the             Tuesday, 5 September
     securities register to vote at the General Meeting (see note 2 below)
     on

     General Meeting record date, being the date on which a Shareholder         Friday, 8 September
     must be registered in the securities register in order to be eligible to
     attend and participate in the General Meeting and to vote thereat, by
     close of trade on

     For administrative reasons, forms of proxy in respect of the General       Tuesday, 12 September
     Meeting to be lodged at or received via post by the transfer
     secretaries or company secretary by no later than 12:00 on

     Last date and time for Shareholders to give notice in terms of             Thursday, 14 September
     section 164 of the Companies Act to Niveus, objecting to the special
     resolution approving the Unbundling by 12:00 on

     Form of proxy in respect of the General Meeting to be handed to the        Thursday, 14 September
     chairperson of the General Meeting or the transfer secretaries at the
     General Meeting, at any time before the proxy exercises any rights
     of the Shareholder at the General Meeting on

     General Meeting held at 12:00 on                                           Thursday, 14 September

     Results of the General Meeting published on SENS on                        Thursday, 14 September

     Results of the General Meeting published in the South African press        Friday, 15 September
     on

     If the Unbundling is approved by Shareholders:

     Last date on which Shareholders who voted against the special              Thursday, 21 September
     resolution approving the Unbundling may require Niveus to seek
     court approval in terms of section 115(3)(a), but only if the special
     resolution was opposed by at least 15% of the voting rights exercised
     thereon

     Last date on which Shareholders who voted against the special              Friday, 29 September
     resolution approving the Unbundling may make application to the
     court in terms of section 115(3)(b) of the Companies Act
     
     Last date for Niveus to send objecting Shareholders notice of the          Friday, 29 September
     adoption of the special resolution approving the Unbundling, in terms
     of section 164 of the Companies Act

     Special resolution approving the Unbundling passed, if Shareholders        Friday, 29 September
     do not exercise their rights in terms of section 115(3)(a) and
     115(3)(b) of the Companies Act

     Assuming that all the Unbundling Conditions are fulfilled or waived (see note 5 below):

     Finalisation announcement in respect of the Unbundling released on        Tuesday, 10 October
     SENS on

     Last day to trade Niveus shares in order to be recorded in the            Tuesday, 17 October
     securities register to participate in the Unbundling (see note 2 below)
     on

     Niveus shares trade ex right to GameCo shares                             Wednesday, 18 October

     Unbundling Record Date                                                    Friday, 20 October

     Unbundling completion date on which Shareholders will have their          Monday, 23 October
     accounts at their CSDP or broker updated to reflect the GameCo
     shares

     Detailed timetable in relation to the Tsogo Minority Offer will be announced in due course.

     Notes:

     1. All dates and times indicated above are South African Standard Time.
     2. The above dates and times are subject to amendment at the discretion of Niveus. Any such
        amendment will be released on SENS and published in the South African press.
     3. Shareholders should note that as transactions in shares are settled in the electronic settlement
        system used by Strate, settlement of trades takes place three business days after such trade.
        Therefore, Shareholders who acquire Niveus shares after close of trade on: (i) Tuesday,
        5 September 2017 will not be eligible to attend, participate in and vote at the General Meeting;
        and (ii) Tuesday, 17 October 2017 will not be eligible to participate in the Unbundling.
     4. Share certificates may not be dematerialised or rematerialised between Wednesday,
        18 October 2017 and Friday, 20 October 2017, both days inclusive.
     5. The above dates may be amended to the extent that any Shareholders exercise their appraisal
        rights in terms of section 164 of the Companies Act.

Cape Town
16 August 2017

Sponsor: PSG Capital Proprietary Limited
Independent Reporting Accountant: Grant Thornton
Legal Adviser: Edward Nathan Sonnenbergs Incorporated
Independent Expert: KPMG Services Proprietary Limited

Date: 16/08/2017 09:44:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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