PBT GROUP LIMITED - Posting of Supplementary Circular and Notice of General Meeting

Release Date: 28/08/2018 15:40
Code(s): PBG
 
Wrap Text
Posting of Supplementary Circular and Notice of General Meeting

PBT Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1936/008278/06)
JSE Share code: PBG
ISIN: ZAE000227781
("PBT Group" or “the Company”)

POSTING OF SUPPLEMENTARY CIRCULAR AND NOTICE OF GENERAL MEETING IN RESPECT OF
THE SPECIFIC REPURCHASE INVOLVING RELATED PARTIES (“THE TRANSACTIONS”) AND THE
SHARE CONSOLIDATION

1.    INTRODUCTION

      Shareholders are referred to the announcements released by the Company on SENS on 19
      September 2017, 18 October 2017, 14 November 2017, 20 December 2017, 12 March 2018, 23
      March 2018 and 18 June 2018. Shareholders are also referred to the definitions contained therein
      and are hereby provided with an update thereto.

2.    POSTING OF SUPPLEMENTARY CIRCULAR

      PBT Group shareholders are hereby advised that a supplementary circular containing, inter alia,
      details of the Transactions and the Share Consolidation, and incorporating a notice of general
      meeting of shareholders (“the Circular”) will be posted to PBT Group shareholders today, 28 August
      2018 and will be available on the Company’s website at www.pbtgroup.co.za.

3.    NOTICE OF GENERAL MEETING

      Notice is hereby given that a general meeting of PBT Group shareholders will be held at PBT House,
      2 Mews Close, Waterford Mews, Century City, 7441 at 12:00 on Friday, 28 September 2018
      (“General Meeting”), or at any adjournment thereof, if required for the purpose of considering and, if
      deemed fit, passing with or without modification, the resolutions set out in the notice of general
      meeting included in the Circular.

4.    SALIENT DATES AND TIMES

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

Record date in order to be eligible to receive the Supplementary
Circular                                                                   Tuesday, 21 August 2018

Posting of Circular and notice of General Meeting announcement             Tuesday, 28 August 2018
published on SENS on 

Notice of General Meeting to be published in the South African           Wednesday, 29 August 2018
press on

Last day to trade in PBT Shares in order to be able to participate       Tuesday,18 September 2018
in and vote at the General Meeting on

Record date in order to be eligible to vote at the General Meeting       Friday, 21 September 2018

Last day to lodge forms of proxy in respect of the General
Meeting by 12:00 with the transfer secretaries on                     Wednesday, 26 September 2018

Last day and time for Shareholders to give notice in terms of
section 164 of the Companies Act to PBT objecting the Special
Resolution approving the Transaction by 12:00                            Friday, 28 September 2018

General Meeting to be held at 12:00 on                                   Friday, 28 September 2018

Results of General Meeting released on SENS on                           Friday, 28 September 2018

Submit special resolution to CIPC for registration                       Friday, 28 September 2018

Results of General Meeting to be published in the South African             Monday, 1 October 2018
Press

If the transaction is approved by the PBT Shareholders:

Last date on which Shareholders who voted against Special
Resolution may require the Company to seek court approval in
terms of section 115(3)(a) but only if Special Resolution was
opposed by at least 15% of the voting rights exercised thereon.             Friday, 5 October 2018                                                                                 

Last date on which Shareholders who voted against Special
Resolution can make application to the court in terms of section
115(3)(b) of the Companies Act.                                            Friday, 12 October 2018

Last date for PBT to send objecting Shareholders notices of the
adoption of the Special Resolution approving the Transactions, in
terms of section 164 of the Companies Act                                  Friday, 12 October 2018

Receive confirmation by the CIPC of registration of the special
resolution on or about                                                     Monday, 15 October 2018 

If Shareholders do not exercise their rights in terms of
section 115(3)(a) and 115(3)(b) of the Companies Act:

Release of finalisation announcement in respect of the Share
Consolidation on SENS                                                      Monday, 15 October 2018

Last day to trade in pre-consolidated shares                              Tuesday, 30 October 2018

Trading in the consolidated share under the new ISIN                    Wednesday, 31 October 2018
ZAE000256319 commences on

Announcement of the fraction rate to be released on SENS by              Thursday, 1 November 2018
11:00                                                                                             

Record date for the Share Consolidation                                    Friday, 2 November 2018

Posting of share certificates in respect of certificated
shareholders following the Share Consolidation and update of
dematerialised shareholders’ accounts with their CSDP and
brokers                                                                    Friday, 2 November 2018

Expected date of issue of new replacement share certificates to
certificated shareholders, provided that the old share certificates
have been lodged by 12:00 on Friday, 26 October 2018 (share      
certificates received after this time will be posted within five           Monday, 5 November 2018
business days of receipt)

Expected termination of the listing of Shares at commencement                                                                     
of trade on the JSE                                                       Tuesday, 6 November 2018
 
Notes:

1. All dates and times shown in this Supplementary Circular are local times in South Africa. The above
   dates and times are subject to change. Any changes will be released on SENS.

2. A form of proxy (green) not lodged with the transfer secretary may be handed to the Chairman at the
   General Meeting before 12:00 on Friday, 28 September 2018.
3. The dates and times relating to the Share Consolidation may change as they are subject to the filing
   and registration of the special resolution approving the Share Consolidation with the CIPC and the
   provision of the copies of such registration with the JSE. Any changes will be released on SENS.

4. All dates and times shown is the Supplementary Circular are subject to change. Due to the general
   meeting being held after the closed period, a Supplementary Circular may be required in term
   paragraph 11.56 of the JSE listings requirements. As explained in paragraph 1 below.

5. Share certificates may not be rematerialised or dematerialised between Wednesday 31 October 2018
   and Friday, 2 November 2018, both days included.

5.    COPIES OF THE SUPPLEMENTARY CIRCULAR

      Copies of the Supplementary Circular will be available for inspection by shareholders during normal
      business hours at the registered office of the Company (PBT House, 2 Mews Close, Waterford
      Mews, Century City, 7441) and at the offices of the Company’s sponsor Bridge Capital Advisors
      Proprietary Limited (50 Smits Road, Dunkeld, Johannesburg, 2196) from today, 28 August 2018 until
      Friday, 28 September 2018, both days inclusive.

28 August 2018
Cape Town
Sponsor: Bridge Capital Advisors Proprietary Limited
Independent Reporting Accountants: BDO Incorporated
Independent Expert: Mazars Corporate Finance (Pty) Ltd

Date: 28/08/2018 03:40:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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