HOLDSPORT LIMITED - Holsport/Long4Life - Joint finalisation announcement

Release Date: 18/10/2017 17:13
Code(s): HSP L4L
 
Wrap Text
Holsport/Long4Life - Joint finalisation announcement

 HOLDSPORT LIMITED
 (Incorporated in the Republic of South Africa)
 (Registration number 2006/022562/06)
 Share code: HSP
 ISIN: ZAE000157046
 ("Holdsport")

 LONG4LIFE LIMITED
 (Incorporated in the Republic of South Africa)
 (Registration number 2016/216015/06)
 Share code: L4L
 ISIN: ZAE000243119
 ("Long4Life")

 JOINT FINALISATION ANNOUNCEMENT

1.   Introduction

     Shareholders of Holdsport and Long4Life (“Shareholders”) are referred to the circular (“Scheme Circular”)
     issued on Thursday, 31 August 2017, containing details of the firm intention by Long4Life to acquire the
     entire issued share capital of Holdsport, net of treasury shares and Holdsport shares registered in the name
     of and beneficially owned by Long4Life (the “Proposed Transaction”), through a scheme of arrangement.

     Shareholders are further referred to the announcement released on SENS on Tuesday, 10 October 2017 in
     which Shareholders were advised that certain conditions precedent, in particular the approval of the South
     African Competition Commission, as set out in the Scheme Circular (“Remaining Conditions Precedent”),
     had not yet been fulfilled.

2.   Salient dates and times

     Holdsport and Long4Life are pleased to confirm that the Remaining Conditions Precedent have been fulfilled
     or waived (as the case may be), and accordingly, the Proposed Transaction is wholly unconditional.
     Shareholders are advised that there have been no changes to the terms of the Proposed Transaction as set
     out in the Scheme Circular.

     The revised salient dates and times relating to the Proposed Transaction are set out in the timetable
     (“Timetable”) hereunder. Words and expressions in the Timetable and notes thereto shall have the same
     meaning as assigned to them in the Scheme Circular.

                                                                                                          2017
Finalisation Date on                                                                   Wednesday, 18 October
Finalisation Date announcement released on SENS on                                     Wednesday, 18 October
Finalisation Date announcement published in the South African Press on                   Thursday, 19 October
Scheme last day to trade, being the last day to trade Holdsport Shares on the JSE
in order to be recorded in the Register to receive the Scheme Consideration               Tuesday, 31 October
(Scheme Last Day to Trade)
Suspension of listing of Holdsport Shares on the JSE to take place at the
                                                                                      Wednesday, 1 November
commencement of trade on
Announcement released on SENS in respect of the cash payment applicable to
fractional entitlements to the Scheme Consideration, based on the VWAP of a
                                                                                        Thursday, 2 November
Long4Life Share traded on the JSE on Wednesday, 1 November 2017, discounted
by 10%, on
Scheme Consideration Record Date, being the date on which Scheme
Participants must be recorded in the Register to receive the Scheme                        Friday, 3 November
Consideration, by close of trade on
Last date on which the Scheme Participants can make an election in respect of the
                                                                                           Friday, 3 November
Scheme Consideration by 12:00 on
Operative Date of the Scheme on                                                           Monday, 6 November
Scheme Consideration to be paid/posted to certificated Scheme Participants, who
do not apply for Excess Scheme Cash, (provided their Form of Election, Surrender
                                                                                        Monday, 6 November
and Transfer (blue) and Documents of Title are received on or prior to 12:00 on
the Scheme Consideration Record Date)
Dematerialised Scheme Participants, who do not apply for Excess Scheme Cash,
to have their accounts (held at their CSDP or Broker) credited with the Scheme          Monday, 6 November
Consideration
Announcement released on SENS in respect of the Excess Scheme Cash
                                                                                       Tuesday, 7 November
Allocation payable to Shareholders that applied for Excess Scheme Cash by 11:00
Scheme Consideration to be paid/posted to certificated Scheme Participants, who
do apply for Excess Scheme Cash, (provided their Form of Election, Surrender
                                                                                    Wednesday,8 November
and Transfer (blue) and Documents of Title are received on or prior to 12:00 on
the Scheme Consideration Record Date)
Dematerialised Scheme Participants, who do apply for Excess Scheme Cash, to
have their accounts (held at their CSDP or Broker) credited with the Scheme         Wednesday, 8 November
Consideration
Termination of the listing of Holdsport Shares on the JSE to take place at the
commencement of trade                                                                Thursday, 9 November

Notes:
1. Shareholders are referred to the Scheme Circular for detailed notes regarding the Timetable

Cape Town / Johannesburg
18 October 2017

Financial Advisor to Long4Life
Investec Bank Limited

Sponsor to Long4Life
The Standard Bank of South Africa Limited

Sponsor to Holdsport
UBS South Africa (Pty) Ltd

Legal Advisor to Long4Life
Edward Nathan Sonnenbergs Inc.

Legal Advisor to Holdsport
Cliffe Dekker Hofmeyr

Date: 18/10/2017 05:13:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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