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Posting of Circular, Notice of General Meeting and Important Dates and Times
Verimark Holdings Limited
Incorporated in the Republic of South Africa
Registration number: 1998/006957/06
JSE share code: VMK
ISIN number: ZAE000068011
("Verimark" or "the Company")
Van Straaten Family Trust (“VFT”) via a special purpose
vehicle, established for the sole purpose to satisfy the
requirements of the Transaction, being
K2018535347 (South Africa) Proprietary Limited
Incorporated in the Republic of South Africa
Registration number: 2018/535347/07
(“the Offeror”)
POSTING OF CIRCULAR, NOTICE OF GENERAL MEETING AND IMPORTANT
DATES AND TIMES
Verimark Shareholders are referred to the announcement
released on the Stock Exchange News Service (“SENS”) of the
JSE Limited (“JSE”) by Verimark on Friday, 23 November 2018
regarding the firm intention of the Offeror to make an offer
to acquire all ordinary shares in Verimark (“Ordinary
Shares”), other than any Ordinary Shares held by VFT, its
concert party, Prime Rentals CC and any subsidiaries of
Verimark (“the Scheme”).
It is proposed that the Scheme be implemented by way of a
scheme of arrangement in terms of section 114(1) of the
Companies Act, 71 of 2008 as amended (“the Companies Act”) and
if that should fail, a general offer in terms of section
117(1)(c)(v) of the Companies Act (“the Substitute Offer”). The
amount payable in terms of the Scheme will be a cash
consideration of R1.50 per Scheme Share (“Scheme
Consideration”).
POSTING OF CIRCULAR
Verimark Shareholders are hereby advised that the Circular
containing details of the Scheme will be posted and
electronically distributed to Verimark Shareholders today,
Tuesday, 18 December 2018. The Circular incorporates a notice
convening a general meeting of Verimark Shareholders (“General
Meeting”) for purposes of considering the resolutions
approving the Scheme or Substitute Offer, as the case may be.
The Circular is also available on Verimark’s website at
www.verimark.co.za.
Verimark Shareholders are advised to review the Circular for
the full terms and conditions of the Scheme.
NOTICE OF GENERAL MEETING
Notice is hereby given that the General Meeting will be held
at 09:00 on Thursday, 17 January 2019 at Verimark’s Registered
office at 50 Clairwood Avenue, Hoogland, Ext 55, Randburg,
South Africa, 2154, for the purpose of considering and, if
deemed fit, approving, with or without modification, the
resolutions set out in the notice of the General Meeting
included in the Circular.
IMPORTANT DATES AND TIMES RELATING TO THE SCHEME
The important dates and times relating to the Scheme are set
out below. Terms appearing in title case in the table below
and in the notes thereto and that are not otherwise defined,
bear the meanings assigned to them in the Circular.
2018/2019
Record date to determine which Verimark Friday, 7 December
Shareholders are entitled to receive the
Circular
Circular distributed to Verimark Tuesday, 18
Shareholders and notice convening the December
General Meeting released on SENS on
Notice of General Meeting published in the Wednesday, 19
South African press on December
Last day to trade in order to be recorded in Tuesday, 8 January
the Register on the Scheme Voting Record Date
in order to be eligible to vote at the
General Meeting
Scheme Voting Record Date being 17:00 on Friday, 11 January
Forms of Proxy to be lodged at the Transfer Tuesday, 15
Secretaries by 10:00 on January
Last date and time for Verimark Shareholders Thursday, 17
to give notice to Verimark objecting, in January
terms of section 164(3) of the Companies Act,
to the Scheme Resolution to be able to invoke
Appraisal Rights by 09:00 on
Forms of Proxy not lodged with the Transfer Thursday, 17
Secretaries may be accepted, in the January
discretion of the chairperson of the General
Meeting, if handed in before commencement of
the General Meeting 09:00
General Meeting of Verimark Shareholders to Thursday, 17
be held at 09:00 on January
Results of General Meeting released on SENS Thursday, 17
on January
Results of General Meeting published in the Friday, 18 January
South African press on
If the Scheme is approved by Verimark
Shareholders at the General Meeting:
Last date for Verimark Shareholders who voted Thursday, 24
against the Scheme to require Verimark to January
seek court approval for the Scheme in terms
of section 115(3)(a) of the Companies Act
(where applicable) on
Last date for Verimark Shareholders who voted Thursday, 31
against the Scheme to apply to court for January
leave to apply for a review of the Scheme in
terms of section 115(3)(b) of the Companies
Act on
Last date for Verimark to send objecting Thursday, 31
Verimark Shareholders notices of the January
adoption of the Scheme Resolution, in
accordance with section 164(4) of the
Companies Act, on
Action
The following dates assume that the Scheme
becomes unconditional and that neither court
approvals nor the review of the Scheme is
required and will be confirmed in the
finalisation announcement if the Scheme
becomes unconditional:
Scheme Finalisation Date expected to be on Tuesday, 5
or about February
Scheme Finalisation Date announcement Tuesday, 5
expected to be released on SENS on or about February
Scheme Finalisation Date announcement Wednesday, 6
expected to be published in the South African February
press on or about
Scheme last day to trade expected to be on Tuesday, 12
or about February
Trading in Verimark Shares on the JSE Wednesday, 13
suspended from commencement of trade on or February
about
Scheme Consideration Record Date to be Friday, 15
recorded in the Register in order to receive February
the Scheme Consideration expected to be on
or about
Scheme Implementation Date expected to be on Monday, 18
or about February
Scheme Consideration payment expected to Monday, 18
take place on or about February
Termination of listing of Verimark Shares Tuesday, 19
from the JSE at commencement of trade on or February
about
Notes:
1. The above dates and times are subject to such changes as may
be agreed to by Verimark and the Offeror and approved by the
Takeover Panel and/or the JSE, if required. If the
Conditions are not fulfilled or waived by Thursday, 28
February 2019, an updated timetable will be released on SENS
and published in the South African press.
2. Verimark Shareholders should note that, as trade in Verimark
Shares on the JSE is settled in the electronic settlement
system used by Strate, settlement of trades takes place 3
Business Days after the date of such trades. Therefore,
Verimark Shareholders who acquire Verimark Shares on the JSE
after Tuesday, 8 January 2019, being the last day to trade
in Verimark Shares so as to be recorded in the Register on
the Scheme Voting Record Date, will not be entitled to vote
at the General Meeting.
3. Verimark Shareholders who wish to exercise their Appraisal
Rights are referred to Annexure 5 to the Circular for
purposes of determining the relevant timing for the exercise
of their Appraisal Rights.
4. The exercise of Appraisal Rights may result in changes to
the above salient dates and times and Verimark Shareholders
will be notified separately of the applicable dates and
times resulting from any such changes.
5. Verimark Shareholders who wish to exercise their right in
terms of section 115(3) of the Companies Act, to require the
approval of a court for the Scheme, should refer to
Annexure 5 to the Circular which includes an extract of
section 115 of the Companies Act. Should Verimark
Shareholders exercise their rights in terms of section
115(3) of the Companies Act, the dates and times set out
above will not be relevant. Verimark Shareholders will be
notified separately of the applicable dates and times under
this process.
6. Dematerialised Verimark Shareholders, other than those with
Own-Name Registration, must provide their CSDP or Broker
with their instructions for voting at the General 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.
7. No dematerialisation or rematerialisation of Verimark Shares
may take place from the commencement of business on the
Business Day following the Scheme last day to register
(“LDT”). The Scheme LDT is expected to be on Tuesday, 12
February 2019.
8. If the General Meeting is adjourned or postponed, the above
dates and times will change, but the Forms of Proxy
submitted for the initial General Meeting will remain valid
in respect of any adjournment or postponement of the General
Meeting.
9. Although the salient dates and times are stated to be
subject to change, such statement may not be regarded as
consent or dispensation for any change to time periods which
may be required in terms of the Companies Act, the Companies
Regulations and the JSE Listings Requirements, where
applicable, and any such consents or dispensations must be
specifically applied for and granted.
10. All times referred to in the Circular are references to
South African Standard Time.
11. Should a Substitute Offer Trigger Event occur, the Scheme
will fail but the Offeror will be deemed to have made the
Substitute Offer in accordance with the provisions of
Annexure 8 to the Circular. In such event, Verimark will
issue an announcement on SENS, confirming that the Scheme
will not proceed and that the Substitute Offer has become
effective, and advising Verimark Shareholders of the salient
dates applicable to the Substitute Offer.
Johannesburg
18 December 2018
Joint Transaction Advisor and Transactional Sponsor to
Verimark: PSG Capital
Joint Transaction Advisor to Verimark: Khanda Capital
Transaction Advisor to the Offeror and Sponsor to Verimark:
Grindrod Bank
Date: 18/12/2018 12:29:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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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.