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Posting of Circular and Notice Convening the General Meeting
Mettle Investments Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2008/002061/06)
JSE share code: MLE
ISIN: ZAE000257622
(“Mettle” or the “Company”)
Mantessa Equities Proprietary Limited Granadino Investments Proprietary Limited
(Incorporated in the Republic of South Africa) (Incorporated in the Republic of South Africa)
(Registration number: 2015/358994/07) (Registration number: 1984/002514/07)
(“Mantessa”) (“Granadino”)
The Trustees of the Peridot Trust
Master’s Reference Number IT432/2010
(“Peridot”)
(Mantessa, Granadino and Peridot collectively the “Offerors”)
POSTING OF CIRCULAR AND NOTICE CONVENING THE GENERAL MEETING
1. Introduction
Shareholders are referred to the announcement (the “Firm Intention Announcement”) released
on the Stock Exchange News Service (“SENS”) by Mettle and the Offerors on 11 September 2020
in which Shareholders were advised that the Company had entered into an implementation
agreement with the Offerors and their Concert Parties, in terms of which the Offerors shall make
an offer to acquire all of the issued Shares of the Company that they do not own, other than the
Shares held by certain Shareholders holding, in aggregate, 108 910 203 Shares, by way of a
scheme of arrangement (the “Scheme”). Capitalised words and phrases in this announcement
shall, unless the context indicates otherwise, bear the same meanings ascribed thereto in the Firm
Intention Announcement.
2. Posting of Circular
Shareholders are advised that the Circular containing, inter alia, a notice of general meeting (the
“General Meeting”) has been distributed to Shareholders today, 19 October 2020.
Shareholders are advised to consult the Circular for further information regarding the Scheme and
other related matters.
3. Notice Convening the General Meeting
Notice is hereby given that the General Meeting will be held in electronic format only, in accordance
with the provisions of section 63(2) of the Companies Act, at 10:00 on Monday, 23 November 2020
(or any other adjourned or postponed date and time in accordance with the provisions of section
64(11) of the Companies Act and the memorandum of incorporation of the Company, as read with
the Listings Requirements of the JSE), to consider and, if deemed fit, pass the Scheme
Resolutions.
4. Important Dates and Times
The important dates and times in relation to the Scheme are set out in the table below. Words and
expressions in the table below and the notes thereto shall have the same meanings as assigned
to them in the Circular.
Record date for Shareholders to be recorded in the Friday, 9 October 2020
Register in order to be entitled to receive the Circular
Posting of the Circular to Shareholders and Notice Monday, 19 October 2020
convening the General Meeting released on SENS
Expected date of publication of Mettle Investments’ results Monday, 2 November 2020
for the 6 months ended 31 August 2020
LDT to be eligible to attend and vote at the General Meeting Tuesday, 10 November 2020
Voting Record Date Friday, 13 November 2020
Last date for Shareholders to lodge electronic participation Wednesday, 18 November 2020
form by no later than 14:00 on
Lodge Forms of Proxy (blue) by 10:00 on Thursday, 19 November 2020
Last date for Shareholders to give Notice of Objection by Monday, 23 November 2020
no later than 10:00 on
General Meeting to be held at 10:00 on Monday, 23 November 2020
Results of General Meeting published on SENS Tuesday, 24 November 2020
If the Scheme is approved at the General Meeting by Scheme Members with sufficient
voting rights:
Last day for Shareholders who voted against the Scheme Monday, 30 November 2020
Resolution to require the Company to seek Court approval
for the Scheme in terms of section 115(3)(a) of the
Companies Act (if at least 15% of the total votes of
Shareholders at the General Meeting were exercised
against the Scheme), on
Last day on which Shareholders who voted against the Monday, 7 December 2020
Scheme Resolution can make application to Court in terms
of section 115(3)(b) of the Companies Act, on
Last date for the Company to give Notice of Adoption on Monday, 7 December 2020
Last date for Dissenting Shareholders, by reason of 20 Business Days after Notice of
adoption of the Scheme Resolution, to make Valid Adoption issued
Appraisal Demands
The following dates assume that no Court approval or review of the Scheme in terms of
section 115(3) of the Companies Act is required and that all Conditions Precedent (save
for the Condition Precedent in respect of receipt of unconditional approval from the TRP
in terms of a compliance certificate or exemption to be issued in terms of the Companies
Act in relation to the Scheme) are fulfilled or, where applicable, waived and will be
confirmed in the finalisation announcement if the Scheme becomes unconditional:
Finalisation announcement expected to be published on Friday, 18 December 2020
SENS
Expected Scheme LDT to be recorded in the Register on Monday, 28 December 2020
the Scheme Record Date on
Expected date of suspension of listing of Shares on the Altx Tuesday, 29 December 2020
on
Scheme Record Date to receive settlement of the Scheme Thursday, 31 December 2020
Consideration in terms of the Scheme on
Expected Operative Date on Monday, 4 January 2021
Dematerialised Scheme Participants expected to have their Monday, 4 January 2021
accounts held at their Broker or CSDP debited with the
Scheme Consideration on
Expected date of settlement of the Scheme Consideration Monday, 4 January 2021
to be paid electronically or posted by cheque to certificated
Scheme Participants on
Expected date of the termination of listing of the Shares on Tuesday, 5 January 2021
the Altx at the commencement of trade on
Notes:
All dates and times in respect of the Scheme are subject to change. Any such change will be
released on SENS.
5. Copies of the Circular
Additional copies of the Circular may be obtained during normal business hours from the date of
issue of the Circular, for a period of 10 business days thereafter, from Mettle or Questco Proprietary
Limited (the “Designated Advisor”) at the following physical addresses:
Mettle: 1st Floor, FedGroup Place, Willie van Schoor Avenue, Belville, 7530
Questco Proprietary Limited: Yellowwood House, Ballywoods Office Park, 33 Ballyclare Drive,
Bryanston, 2191
Due to arrangements implemented as a result of Covid-19, representatives of the Company or the
Designated Advisor may not be present at the above addresses during business hours on a
particular date or time to hand over an additional copy of the Circular. Accordingly, Shareholders
who wish to obtain additional copies of the Circular should contact Mettle’s company secretary at
cosec@mettle.net to make arrangements for the collection thereof.
The Circular is also available on Mettle's website at https://mettleinvestments.com/investor-
information/circulars.
Cape Town
19 October 2020
Joint Corporate Advisor and Designated Advisor Joint Corporate Advisor
Questco Proprietary Limited Mettle Corporate Finance Proprietary Limited
Legal Advisor to the Company Legal Advisor to the Offerors
RH Legal Edward Nathan Sonnenbergs Inc t/a ENSafrica
Independent Expert
Nodus Capital TS Proprietary Limited
Date: 19-10-2020 02:43:00
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