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Distribution Of Circular, Notice Of General Meeting And Salient Dates And Times
Howden Africa Holdings Limited Howden Group South Africa Limited
(Incorporated in the Republic of South Africa) (Incorporated in the Republic of South Africa)
(Registration number 1996/002982/06) (Registration number 1952/000321/06)
JSE code: HWN ISIN: ZAE000010583
(“HAHL” or “the Company”) (“HGSAL”)
DISTRIBUTION OF CIRCULAR, NOTICE OF GENERAL MEETING AND SALIENT DATES AND TIMES
Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear the same meanings
ascribed thereto in the joint firm intention announcement released on SENS by HAHL and HGSAL on
Wednesday, 24 October 2018 and published in the press on Thursday, 25 October 2018 (“Firm Intention
Announcement”).
1. Introduction
Shareholders are referred to the Firm Intention Announcement in terms of which Shareholders were advised of the
firm intention to make an offer to acquire all or a portion of the issued ordinary shares in HAHL, other than the
shares held by HGSAL and JH&G, by the Company via a scheme of arrangement and by HGSAL via a conditional
general offer.
In addition, Shareholders were advised of the proposed delisting of HAHL from the Main Board of the securities
exchange operated by the JSE on the occurrence of the Scheme becoming operative or the Delisting Resolution
being approved by the requisite majority of Eligible Shareholders at the General Meeting and the General Offer
becoming wholly unconditional and being implemented.
2. Posting of the Circular
Shareholders are hereby advised that the Circular has been posted to Shareholders today,
Tuesday, 13 November 2018.
The Circular is also available on the Company’s website www.howden.com/en-gb/about/hahl-investor-relations and
is available for inspection at the Company’s registered office. Shareholders are advised to refer to the Circular for
the full terms and conditions of the Scheme, General Offer and Delisting.
3. General Meeting of Shareholders
The General Meeting of Shareholders will be held at the Company’s registered office, 1a Booysens Road,
Booysens, Johannesburg, South Africa at 10h00 on Wednesday, 12 December 2018, convened in connection
with the Scheme, Delisting and General Offer for the purpose of considering and if deemed fit, approving, with or
without modification, the resolutions contained in the notice of General Meeting, which is incorporated in the
Circular.
4. Salient Dates and Times
2018
Record date to determine which Shareholders are entitled to receive the Friday, 2 November
Circular on
Circular posted to Shareholders and details regarding the General Meeting Tuesday, 13 November
published on SENS on
Notice of posting of the Circular published in the South African press on Wednesday, 14 November
Opening date of General Offer at 09h00 on Wednesday, 14 November
Last day to trade in Shares in order to be recorded in the Company’s securities Tuesday, 4 December
register (“Register”) to attend, participate and vote at the General Meeting on
(refer to note 4 below)
Record date for Shareholders to be recorded in the Register in order to be Friday, 7 December
eligible to attend, participate and vote at the General Meeting on
Last day and time to lodge forms of proxy with Link Market Services South Monday, 10 December
Africa Proprietary Limited (“Transfer Secretaries”) by 10h00 on (refer to note
6 below)
Last date and time for Shareholders to give notice to HAHL objecting to the Wednesday, 12 December
Scheme Resolution, in terms of section 164(3) of the Companies Act by 10h00
on
Forms of proxy not lodged with Transfer Secretaries to be handed to the Wednesday, 12 December
Chairperson of the General Meeting before 10h00 on
General Meeting to be held at 10h00 on Wednesday, 12 December
Results of General Meeting published on SENS on or about Wednesday, 12 December
Results of General Meeting published in the South African press on or about Thursday, 13 December
If the Scheme is approved:
Last day for Shareholders who voted against the Scheme to require HAHL to Thursday, 20 December
seek Court approval for the Scheme in terms of section 115(3)(a) of the
Companies Act if the Scheme is approved by Shareholders at the General
Meeting but the Scheme Resolution was opposed by at least 15% of the voting
rights that were exercised on the Scheme Resolution at the General Meeting
(where applicable) on
Last day for Shareholders who voted against the Scheme to be granted leave Monday, 31 December
by a Court to apply for a review of the Scheme in terms of section 115(3)(b) of
the Companies Act if the Scheme Resolution is approved by Shareholders at
the General Meeting (where applicable) on
Last day for HAHL to give notice of adoption of the Scheme Resolution Monday, 31 December
approving the Scheme in terms of section 164(4) of the Companies Act to
Shareholders who provided written notice of objection of and subsequently
voted against the Scheme Resolution in accordance with section 164 of the
Companies Act on
If the Scheme becomes unconditional: 2019
Expected finalisation announcement with regard to the Scheme published on Thursday, 3 January
SENS (assuming no Shareholder exercises their right in terms of Section
115(3)(a) or Section 115(3)(b) of the Companies Act) on or about
Expected finalisation announcement published in the South African press on Friday, 4 January
or about
Expected last day to trade in Shares in order to participate in the Scheme on Tuesday, 15 January
or about
Expected suspension of the listing of the Shares at the commencement of Wednesday, 16 January
trade on the JSE on or about
Expected Scheme record date, being the date on which Scheme Participants Friday, 18 January
must be recorded in the Register to participate in the Scheme (“Scheme
Record Date”), by close of trade on or about
Expected date on which the Scheme becomes operative on or about Monday, 21 January
Scheme Consideration expected to be sent by electronic funds transfer (“EFT”) Monday, 21 January
or by cheque to Scheme Participants who do not hold their Shares in electronic
form as contemplated in section 49(5) of the Companies Act and under the
Strate system (“Certificated Shareholders”) and who have lodged their form
of surrender and transfer with the Transfer Secretaries on or prior to 12h00 on
the Scheme Record Date, on or about
Scheme Participants who are not Certificated Shareholders expected to have Monday, 21 January
their accounts with their broker or Central Securities Depository Participant
(“CSDP”) credited with the Scheme Consideration on or about
Expected date for the termination of the listing of the Shares in terms of the Tuesday, 22 January
Scheme at commencement of trade on the JSE on or about
If the Scheme does not become unconditional and the General Offer is implemented:
Expected finalisation announcement published on SENS on or about Wednesday, 2 January
Expected date of lodging an application for the termination of listing of the Wednesday, 2 January
Shares on the JSE on or about
Expected finalisation announcement published in the South African press on Thursday, 3 January
or about
First date on which the General Offer Consideration is expected to be sent by Thursday, 10 January
EFT or by cheque to participants of the General Offer (“General Offer
Participants”) who are Certificated Shareholders who have lodged their form
of acceptance and transfer with the Transfer Secretaries on or prior to the
General Offer being declared wholly unconditional on or about
First date on which General Offer Participants who are not Certificated Thursday, 10 January
Shareholders are expected to have their accounts with their broker or CSDP
credited with the General Offer Consideration on or about
Expected last day to trade to take up the General Offer on or about Tuesday, 15 January
Expected date on which the Shares trade “ex” the right to participate in the Wednesday, 16 January
General Offer on or about
Expected date of the suspension of the listing of the Shares on the JSE at Wednesday, 16 January
the commencement of trade on or about
Expected General Offer record date on or about Friday, 18 January
Expected date on which General Offer closes at 12h00 on or about Friday, 18 January
Last date on which the General Offer Consideration is expected to be sent by Monday, 21 January
EFT or by cheque to General Offer Participants who are Certificated
Shareholders who have lodged their form of acceptance and transfer with the
Transfer Secretaries on or prior to the last day to trade to take up the
General Offer on or about
Last date on which General Offer Participants who are not Certificated Monday, 21 January
Shareholders are expected to have their accounts with their broker or CSDP
credited with the General Offer Consideration on or about
Expected termination of the listing of the Shares at commencement of trade Tuesday, 22 January
on the JSE on or about
Notes:
1. The above dates and times may be amended by HAHL (and HGSAL in respect of the General Offer) (subject
to the approval of the JSE, TRP and/or the Funder, if required). The dates have been determined based on
certain assumptions regarding the date by which certain Shareholder and regulatory approvals will be obtained
and that no Court approval or review of the Scheme Resolution will be required. Any change in the dates and
times will be published on SENS.
2. All dates and times quoted in this document are South African dates and times.
3. Shareholders should note that in order to comply with the Listings Requirements the General Meeting has
been scheduled prior to the commencement of the Company’s closed period on 1 January 2019.
4. Shareholders should note that as transactions in the 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 the Shares after close of trade on Tuesday, 4 December 2018, will not be eligible to attend,
participate and vote at the General Meeting.
5. For purposes of being eligible to attend, participate and vote at the General Meeting, no dematerialisation or
rematerialisation of the Shares may take place between Wednesday, 5 December 2018 and
Friday, 7 December 2018 both days inclusive.
6. A form of proxy not lodged with the Transfer Secretaries may be handed to the chairperson of the General
Meeting before the proxy exercises the voting rights of the Shareholder at the General Meeting.
7. If the General Meeting is adjourned or postponed, a form of proxy submitted for the initial General Meeting will
remain valid in respect of any adjournment or postponement of the General Meeting.
8. If the General Meeting is adjourned or postponed, forms of proxy that have not yet been submitted should be
lodged with the Transfer Secretaries by no later than 48 hours before the adjourned or postponed General
Meeting but may nonetheless be handed to the chairperson of the adjourned or postponed General Meeting
before the proxy exercises the voting rights of the Shareholder at the adjourned or postponed General Meeting.
9. If the Scheme Resolution is approved by an insufficient number of Shareholders at the General Meeting so
that a Shareholder may require HAHL to obtain Court approval regarding the Scheme Resolution as
contemplated in section 115(3)(a) of the Companies Act, and if a Shareholder in fact delivers such a request,
the dates and times set out above will need to be amended. Shareholders will be notified separately of the
applicable dates and times under this process.
10. If any Shareholder who votes against the Scheme Resolution exercises its rights in terms of section 115(3)(b)
of the Companies Act and applies to Court for a review of the Scheme, the dates and times set out above will
need to be amended. Shareholders will be notified separately of the applicable dates and times under this
process.
11. For the purpose of being eligible to participate in the Scheme, no dematerialisation or rematerialisation of the
Shares may take place after Tuesday, 15 January 2019.
12. The date of payment of the Scheme Consideration is expected to be Monday, 21 January 2019.
13. The date of payment of the General Offer Consideration will take place within six business days of the later of
the General Offer being declared wholly unconditional and acceptance of the General Offer by the General
Offer Participant.
14. Shareholders should note that the Court is open during the December holiday period to accept applications
and notices in terms of sections 115 and 164 of the Companies Act.
5. Irrevocable Undertakings
Post publication of the Firm Intention Announcement, HAHL and HGSAL have received the following irrevocable
undertakings from the following Eligible Shareholders to vote in favour of the Scheme Resolution and Delisting
Resolution and to accept the General Offer, which Eligible Shareholders hold 16.10% of the Scheme Shares or
General Offer Shares as the case may be:
Number of Scheme Percentage
Shares / General holding of
Offer Shares subject Percentage Scheme Shares /
to the irrevocable holding in General Offer
Irrevocable Party undertakings HAHL1 Shares2
Truffle Asset Management (Pty) Limited 3 401 386 5.17% 11.60%
Visio Capital Management (Pty) Limited 1 139 053 1.73% 3.88%
Nedgroup Investments Private Wealth Small and
Mid Cap Equity Fund 180 000 0.27% 0.61%
Total 4 720 439 7.18% 16.10%
Notes:
1. Based on 65 729 109 Shares in issue as at the Last Practicable Date.
2. Based on 29 320 366 Scheme Shares / General Offer Shares.
6. The Independent Board and Board Responsibility Statement
The Board and the Independent Board:
. accept responsibility for the information contained in this announcement;
. confirm that to the best of each member’s respective knowledge and belief, the information contained in
this announcement relating to HAHL is true; and
. confirm that this announcement relating to HAHL does not omit anything likely to affect the importance of
the information relating to the Scheme and General Offer.
7. HGSAL Responsibility Statement
HGSAL:
. accepts responsibility for the information contained in this announcement;
. confirms that to the best of its knowledge and belief, the information contained in this announcement
relating to HGSAL is true; and
. confirms that this announcement relating to HGSAL does not omit anything likely to affect the importance
of the information relating to the General Offer.
Johannesburg
13 November 2018
Corporate Advisor: Deloitte Capital Proprietary Limited
Transaction Sponsor: Deloitte & Touche Sponsor Services Proprietary Limited
Legal Advisor: Webber Wentzel
Date: 13/11/2018 03:32:00 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
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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