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Posting Of Circular And Notice Of Scheme Meeting
BUILDMAX LIMITED
Incorporated in the Republic of South Africa
(Registration No. 1995/012209/06)
Share Code: BDM
ISIN Code: ZAE000167318
(“Buildmax”)
POSTING OF CIRCULAR AND NOTICE OF SCHEME MEETING
1. Introduction
Buildmax Shareholders are referred to the firm intention announcement, and using the terms defined
therein unless otherwise stated, released on SENS on 23 November 2017 and published in the
press on 24 November 2017 regarding, inter alia, an offer by the Offeror to acquire all of the issued
ordinary shares of Buildmax (other than treasury shares and shares already held by persons acting
in concert with the Offeror) by way of a scheme of arrangement (“Scheme”) in terms of section 114
of the Companies Act 71 of 2008, as amended, which is subject to certain suspensive conditions.
2. Posting of circular
Buildmax Shareholders are hereby advised that the circular (“Circular”) containing, inter alia, details
of the Scheme and a notice convening a meeting of the Buildmax Shareholders ("Scheme Meeting")
was posted to Buildmax Shareholders on 24 November 2017. The Circular will also be available on
the Buildmax website (http://www.buildmax.co.za/).
3. Notice Convening the Scheme Meeting
Notice is hereby given that the Scheme Meeting will be held at 10h00 on Friday, 22 December 2017
at Webber Wentzel, 90 Rivonia Road, Sandton, Johannesburg for the purpose of considering and, if
deemed fit, passing, with or without modification, the resolutions set out in the notice convening the
Scheme Meeting.
4. Important Dates and Times
The important dates and times relating to the Scheme (“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 Circular.
MPORTANT DATES AND TIMES
2017
Record date to determine which Buildmax Shareholders are entitled to
receive the Circular Friday, 17 November
Circular posted to Buildmax Shareholders and notice convening the Scheme
Meeting released on SENS on Friday, 24 November
Notice convening the Scheme Meeting published in the South African press
on Monday, 27 November
Last day to trade Buildmax Shares in order to be recorded in the Register to Tuesday, 12 December
be entitled to vote at the Scheme Meeting (see note 2 below) on
Record date to be eligible to vote at the Scheme Meeting, being the Scheme Friday, 15 December
Voting Record Date, by close of trade on
Last day to lodge forms of proxy in respect of the Scheme Meeting with the Wednesday, 20 December
Transfer Secretaries by 10:00 on Wednesday, 20 December 2017
(alternatively, the form of proxy (yellow) may be handed to the Chairperson
of the Scheme Meeting by no later than 10:00 on Friday, 22 December 2017.
Last date and time for Dissenting Shareholders to give notice of their Friday, 22 December
objections to the special resolution approving the Scheme by no later than
10:00 on
Scheme Meeting to be held at 10:00 on Friday, 22 December
Results of the Scheme Meeting released on SENS on Friday, 22 December
Results of the Scheme Meeting published in the South African press on Wednesday, 27 December
If the Scheme is approved by Buildmax Shareholders:
2018
Last date on which Buildmax Shareholders who voted against the Scheme Wednesday, 3 January
can require Buildmax to seek court approval or the Scheme in terms of
section 115(3)(a) of the Companies Act )(if applicable)
Last date for Buildmax to give notice, in terms of section 164 of the Wednesday, 10 January
Companies Act, of adoption of the special resolution approving the Scheme
to Dissenting Shareholders objecting to the special resolution on
Last date on which Buildmax Shareholders who voted against the Scheme Friday, 19 January
can make application to the Court in terms of section 115(3)(b) of the
Companies Act on
If no Shareholders exercise their rights in terms of section 115(3) of the
Companies Act (see notes 5 and 6 below):
Finalisation Date expected to be on Tuesday, 27 February
Finalisation Date announcement expected to be released on SENS on Tuesday, 27 February
Finalisation Date announcement expected to be published in the South Wednesday, 28 February
African press on
Expected Scheme LDT, being the last day to trade Buildmax Shares on the Tuesday, 6 March
JSE in order to be recorded in the Register to be entitled to receive the
Scheme Consideration, on
Suspension of listing of Buildmax Shares on the JSE expected to take place Wednesday, 7 March
at the commencement of trade on
Expected Scheme Consideration Record Date, being the date on which Friday, 9 March
Scheme Participants must be recorded in the Register to receive the Scheme
Consideration, by close of trade on
Expected Operative Date of the Scheme on Monday, 12 March
Scheme Consideration expected to be paid/posted to Scheme Participants Monday, 12 March
who are Certificated Shareholders (provided their form of surrender and
transfer (blue) and Documents of Title are received on or prior to 12:00 on
the Scheme Consideration Record Date) on or about
Scheme Consideration expected to be credited to CSDP or broker account of
Monday, 12 March
Scheme Participant holding Dematerialised Shares on
Termination of listing of Buildmax Shares on the JSE expected to take place
at the commencement of trade on or about Tuesday, 13 March
Notes:
1. All dates and times may be changed by mutual agreement between Buildmax and the Offeror
(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 Scheme will be required. Any change in the dates and times will be released
on SENS and published in the South African press.
2. Buildmax Shareholders should note that, as transactions in Shares are settled in the electronic
settlement system operated by Strate, settlement of trades takes place three Business Days after
such trade. Therefore, Buildmax Shareholders who acquire Buildmax Shares after close of trade on
Tuesday, 12 December 2017 will not be eligible to vote at the Scheme Meeting.
3. All times given in this document are local times in South Africa.
4. Dematerialised Shareholders, other than those with “own name” registration, must provide their
CSDP or Broker with their instructions for voting at the Scheme Meeting by the cut-off time and date
stipulated by their CSDP or Broker in terms of their respective custody agreements between them
and their CSDP or Broker.
5. Buildmax Shares may not be dematerialised or rematerialised after the Scheme LDT, which is
expected to be Tuesday, 6 March 2018.
6. If the Scheme is approved by an insufficient number of Scheme Shareholders at the Scheme
Meeting so that a Scheme Shareholder may require Buildmax to obtain Court approval of the
Scheme, as contemplated in section 115(3)(a) of the Companies Act, and a Scheme Shareholder in
fact delivers such a request, the dates and times set out above will not be relevant. If this is the case,
Buildmax Shareholders will be notified separately of the applicable dates and times under this
process.
7. If any Scheme Shareholder who votes against the Scheme exercises its rights in accordance with
section 115(3) of the Companies Act, the dates and times set out above under the heading “If no
Shareholders exercise their rights in terms of section 115(3) of the Companies Act” will not be
relevant. If this is the case, Buildmax Shareholders will be notified separately of the applicable dates
and times under this process.
8. Shareholders are referred to paragraph Error! Reference source not found. of the Circular
regarding timing considerations relating to the exercise of appraisal rights in terms of section 164 of
the Companies Act.
9. If the Scheme Meeting is adjourned or postponed, the above dates and times will change, but the
applicable form of proxy submitted for the relevant General Meeting will remain valid in respect of
any postponement prior to convening, adjournment or postponement of the Scheme Meeting.
Benoni
24 November 2017
Sponsor to Buildmax
Sasfin Capital (a member of the Sasfin Group)
Legal Adviser to Buildmax
Webber Wentzel
Legal Advisor to the Offeror
DLA Piper South Africa Services Proprietary Limited
Independent Expert
BDO Corporate Finance Proprietary Limited
Date: 24/11/2017 05:50:00 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
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