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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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