Wrap Text
Posting of circular and salient dates and times in respect of the offer
EXTRACT GROUP LIMITED
(Previously Eqstra Holdings Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1998/011672/06)
JSE share code: EXG ISIN: ZAE000246013
("eXtract" or "the Company")
POSTING OF CIRCULAR AND SALIENT DATES AND TIMES IN RESPECT OF THE OFFER
Shareholders are referred to the firm intention announcement released on SENS on Thursday, 18 October 2018,
wherein eXtract shareholders were advised that the eXtract board of directors had resolved that, subject to securing the
requisite approval from its shareholders in a general meeting and the JSE approving the Company's delisting
application, it would be in the best interest of the Company to seek a delisting of the Company's shares from the JSE
(the "delisting").
eXtract has, on Thursday, 20 December 2018, issued a circular (the "circular") to its shareholders relating to the
Company's delisting on the JSE, a general offer to eXtract shareholders and the manner in which the offer and
delisting will be implemented.
Copies of the circular are available on the Company's website at www.eXtractgroup.com and may also be obtained
from the offices of eXtract, situated at 61 Maple Street, Pomona, Kempton Park, 1619, during normal office hours
from Thursday, 20 December 2018, up to and including the closing date of the offer.
A general meeting of eXtract shareholders will be held at 10:00 on Monday, 21 January 2019 at the registered offices
of eXtract at 61 Maple Street, Pomona, Kempton Park, 1619, for the purpose of considering and, if deemed fit,
passing, with or without modification, the resolutions required to approve, inter alia, the delisting of the Company
from the JSE.
Terms of the offer
In compliance with the JSE Listings Requirement that the delisting must be accompanied by an offer (that must be
fair) to be made to holders of all the Company's listed securities, Inhlanhla Trust Investments Proprietary Limited
("Inhlanhla" or the "offeror"), an associate of David Brouze, has made a general offer to acquire all eXtract shares
from any shareholder who, post the approval of the delisting, either cannot or does not wish to continue to hold
eXtract shares in an unlisted structure (the "general offer" or "offer") for an offer consideration of R6.00 per eXtract
share.
The offer remains conditional upon:
- the delisting being approved by eXtract shareholders at a general meeting, in terms of the JSE Listings
Requirements;
- to the extent necessary, the securing of any approval required by the Competition Authorities; and
- prior to eXtract shareholders approving the delisting, there should not have arisen or occurred any material
adverse event which could reasonably be expected to be adverse with regard to the operations/continued
existence of the business, assets or liabilities of eXtract which the offeror lawfully relies on and issues
notification to the Company (to be received prior to the delisting resolution being voted on) withdrawing the
offer.
Notwithstanding the conditions precedent set out above, acceptances of the offer will be irrevocable.
Opinions and recommendations of the independent board
The independent board of eXtract, comprising Frank Davidson, Jannie Serfontein, Andrew Hannington and Nelis
Leonard (the "independent board") appointed Mazars Corporate Finance Proprietary Limited ("Mazars") to provide
the independent board with its opinion as to whether the terms of the offer are fair and reasonable to eXtract
shareholders, in accordance with the requirements of Chapter 5 of the regulations promulgated in terms of the
Companies Act (the "Takeover Regulations") and the JSE Listings Requirements.
Mazars has delivered to the independent board its opinion that, as at the date of issue of its opinion, the offer is fair
and reasonable to eXtract shareholders.
The independent board, having considered the terms of the offer and, inter alia, the opinion of Mazars, is of the view
that the offer is fair and reasonable.
Salient dates and times
2018
Firm intention announcement released on SENS Thursday, 18 October
Record date to receive circular (together with the notice convening the general
meeting) Friday, 7 December
Announcement relating to the issue of the circular (together with the notice
convening the general meeting) released on SENS on Thursday, 20 December
Circular (together with the notice convening the general meeting) posted on Thursday, 20 December
Announcement relating to the issue of the circular (together with the notice
convening the general meeting) published in the press Friday, 21 December
Offer opens at 09:00 (see notes 7 and 8 below) Friday, 21 December
2019
Last day to trade in order to be eligible to vote at the general meeting Tuesday, 8 January
Record date in order to be eligible to vote at the general meeting Friday, 11 January
Last day forms of proxy should be lodged with the transfer secretaries for the
general meeting (by 10:00) Thursday, 17 January
General meeting held at 10:00 Monday, 21 January
Results of the general meeting released on SENS Monday, 21 January
Results of the general meeting published in the press Tuesday, 22 January
Expected date for receipt of approval of the Competition Authorities and offer
becomes wholly unconditional (see note 8 below) Wednesday, 13 February
Publication of finalisation announcement relating to the offer released on The first business day after the offer
SENS becomes wholly unconditional and at
least 10 business days prior to the
closing date
Publication of finalisation announcement relating to the offer published in the The second business day after the
press offer becomes wholly unconditional
Last day to trade in eXtract shares in order to participate in the offer Three business days prior to the
closing date
eXtract shares commence trading "ex" the offer Two business days prior to the
closing date
Offer closes at 12:00 on The closing date and record date to
be announced on SENS and
published in the press
Record date on which eXtract shareholders must hold eXtract shares in order The closing date and record date to
to accept the offer be announced on SENS and
published in the press
Results of the offer announced on SENS One business day after the closing
date
Offer consideration paid to offer participants as per notes 10 and 11 below,
with the last payment on See notes 10 and 11 below
Results of the offer published in the press Two business days after the closing
date
Termination of the listing of eXtract shares at the commencement of trade on Two business days after the closing
the JSE on date
Notes:
1. All dates and times in the circular are local dates and times in South Africa.
2. The above dates and times are subject to change. Any changes will be released on SENS and, if required, published in
the press.
3. Shareholders should note that as transactions in eXtract 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
eXtract shares after Tuesday, 8 January 2019 will not be eligible to vote at the general meeting.
4. In order to ensure an orderly arrangement of affairs at the general meeting, forms of proxy should be lodged with the
transfer secretaries by 10:00 on Thursday, 17 January 2019, failing which forms of proxy may be handed to the chairman
of the general meeting or the transfer secretaries at the general meeting at any time prior to the commencement of the
general meeting or prior to voting on any resolution to be proposed at the general meeting.
5. 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.
6. No dematerialisation and rematerialisation of eXtract shares may take place after the last day to trade in eXtract
shares in order to participate in the offer.
7. The offer must remain open for at least 30 business days after the opening date.
8. The offer will remain open for at least 10 business days after it becomes wholly unconditional.
9. eXtract shareholders should note that acceptance of the offer will, subject to paragraph 4.6.2 of the circular, be
irrevocable.
10. Certificated shareholders who accept the offer will have the offer consideration transferred to them by EFT by no later
than the payment date, being 6 business days after the date on which such shareholder delivers form of acceptance and
documents of title to the transfer secretaries, with final payment being on the first business day after the closing date.
11. Dematerialised shareholders who accept the offer will have their accounts at their CSDP or broker updated by no later than
the payment date, being within 6 business days after the date on which the CSDP or broker of such eXtract shareholders
notifies the transfer secretaries of their acceptance of the offer, with final payment being made on the first business
day after the closing date.
20 December 2018
Corporate advisor and JSE sponsor
Java Capital
Independent expert
Mazars Corporate Finance
Date: 20/12/2018 12:30:00 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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