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Offers and Specific Repurchase, Distribution of Circular and Notice of General Meeting and Annual General Meeting
QUANTUM FOODS HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration Number: 2013/208598/06
Share Code: QFH
ISIN Code: ZAE000193686
(“Quantum Foods” or “the Company”)
OFFERS AND SPECIFIC REPURCHASE, DISTRIBUTION OF CIRCULAR AND NOTICE OF
GENERAL MEETING AND ANNUAL GENERAL MEETING
1. INTRODUCTION AND RATIONALE
Shareholders are hereby advised that the directors of Quantum wish to
make an odd-lot offer and a specific offer (“Offers”) to qualifying
shareholders to repurchase their shares in an attempt to reduce the
on-going administration costs associated with having a large number of
minority shareholders.
2. DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
2.1. Quantum shareholders are further advised that a circular
(“Circular”), containing all the relevant information relating to the
Offers, will be distributed today, Wednesday, 24 January 2018. The
Circular also incorporates a notice convening a general meeting of
Quantum shareholders (“General Meeting”) for the purpose of
considering, and, if deemed fit, passing, with or without
modification, the resolutions to effect the Offers in terms of the
notice of General Meeting attached to and forming part of the
Circular.
2.2. Unless otherwise indicated, capitalised words and terms contained in
this announcement shall bear the same meanings ascribed thereto in
the Circular.
2.3. The General Meeting of Quantum shareholders will be held at the Le
Bac Estate, R45 Noorderpaarl, Paarl at 10:30 or as soon as possible
thereafter once the annual general meeting (“AGM”), taking place on
the same day, concludes on Friday, 23 February 2018.
2.4. The Circular will also be available on the Company’s website at
www.quantumfoods.co.za from today, Wednesday, 24 January 2018.
3. IMPORTANT DATES AND TIMES
Shareholders are referred to the table below setting out important
dates and times in relation to the Offers.
2018
Circular and Notice of General Meeting to be Wednesday, 24 January
posted to Shareholders on
Publication of declaration announcement Wednesday, 24 January
released on SENS on
Publication of declaration announcement Thursday, 25 January
released in the press on
Last day to trade in order to be eligible to Tuesday, 13 February
attend and vote at the General Meeting
Record date to determine which Shareholders Friday, 16 February
are entitled to attend and vote at the General
Meeting
For administrative purposes, the date by which Wednesday, 21 February
Forms of Proxy for the General Meeting are
requested to be lodged, by 10:30
Forms of Proxy may be handed to the chairman Friday, 23 February
of the General Meeting at any time before the
proxy exercises any rights at the General
Meeting on
General Meeting to be held at 10:30 or as soon Friday, 23 February
as possible thereafter once the Annual General
Meeting concludes on
Results of the General Meeting announced on Friday, 23 February
SENS on
Offers open at 09:00 Monday, 26 February
Finalisation announcement (including the final Tuesday, 6 March
Offer Price) released on SENS on or before
Last day to trade in order to participate in Tuesday, 13 March
the Offers
Shares trade “ex” the Offers on Wednesday, 14 March
Forms of Election and Surrender for the Friday, 16 March
Offers to be received by Computershare by
12:00 on (blue and/or pink)
Offers close at 12:00 on Friday, 16 March
Record date for the Offers (to determine which Friday, 16 March
Shareholders are entitled to participate in
the Odd-lot Offer and the Specific Offer) at
close of business on
Implementation of the Offers takes effect Friday, 16 March
after close of business on
Dematerialised Odd-lot Holders and Monday, 19 March
Dematerialised Specific Holders who have
accepted the Offers or are deemed to have
accepted the Odd-lot Offer will have their
accounts held at their CSDP or broker credited
with the Offer Price on
Payments of the Offer Price to Certificated Monday, 19 March
Odd-lot Holders and Certificated Specific
Holders who have accepted the Offers on
Results of the Offers released on SENS on Monday, 19 March
Results of the Offers published in the press Tuesday, 20 March
on
Cancellation and termination of listing of Friday, 23 March
Quantum Shares repurchased in terms of the
Offers expected on or about
Notes:
1. The above dates and times are subject to change. Any changes will be published
on SENS.
2. All times quoted in this Circular are local times in South Africa.
3. Dematerialised Odd-lot Holders and Dematerialised Specific Holders are
requested to notify their duly appointed CSDP or broker of their election by
the cut-off time stipulated by their CSDP or broker. This will be an earlier
date than the closing of the Offers.
4. In the case of Certificated Odd-lot Holders and Certificated Specific Holders
who choose the Cash Consideration, payment will be made either by:
4.1 electronic funds transfer into the bank accounts of the Odd-lot Holders and
Specific Holders on or about Monday, 19 March 2018, if such holders’ banking
details have been provided in the relevant Form of Election and Surrender;
or
4.2 by cheque, which will be posted at the risk of the Odd-lot Holders and
Specific Holders on or about Monday, 19 March 2018, if such holders’ banking
details have not been provided in the relevant Form of Election and
Surrender.
5. Those Odd-lot Holders who do not make an election will automatically be
regarded as having chosen and accepted the Cash Consideration.
6. If the General Meeting is adjourned or postponed, Forms of Proxy submitted for
the initial General Meeting will remain valid in respect of any adjournment or
postponement of the General Meeting unless the contrary is stated on such Forms
of Proxy.
7. Shareholders may not Dematerialise or rematerialise their Shares after the
last day to trade, being Tuesday, 13 March 2018.
4. DISTRIBUTION OF NOTICE OF ANNUAL GENERAL MEETING
4.1. Shareholders are further advised that the notice of AGM (“AGM
Notice”) will also be distributed today, Wednesday, 24 January 2018.
The AGM Notice includes summary consolidated annual financial
statements with explanatory notes and commentary and a proxy form.
4.2. The AGM will be held at the Le Bac Estate, R45 Noorderpaarl, Paarl at
10:00 on Friday, 23 February 2018.
4.3. The last date on which shareholders must be recorded as such in the
share register in order to be eligible to attend, participate and
vote at the AGM is Friday, 16 February 2018 with the last day to
trade being Tuesday, 13 February 2018.
4.4. The AGM Notice will also be available on the Company’s website at
www.quantumfoods.co.za from today, Wednesday, 24 January 2018.
Wellington
24 January 2018
Transaction Adviser and Sponsor
PSG Capital Proprietary Limited
Date: 24/01/2018 11:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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