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ANCHOR GROUP LIMITED - Update on timing of implementation of scheme

Release Date: 19/01/2021 14:33
Code(s): ACG     PDF:  
Wrap Text
Update on timing of implementation of scheme

ANCHOR GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2009/005413/06)
Share code: ACG ISIN: ZAE000193389
("Anchor" or "the Company")

UPDATE ON TIMING OF IMPLEMENTATION OF SCHEME

Unless the context indicates otherwise, capitalised (defined) terms used in this announcement
bear the same meanings given to such terms in the circular distributed to Shareholders on Monday,
16 November 2020, in relation to the Transaction (the "Circular").

1.   Introduction

     Shareholders are referred to the Firm Intention Announcement relating to the Transaction
     published on SENS on Friday, 13 November 2020, the Circular distributed to Shareholders on
     Monday, 16 November 2020 and the results of the General Meeting announced on SENS on 17
     December 2020.

     Shareholders are advised that the Board has agreed to extend the finalisation date pertaining to
     the Scheme in order to allow adequate time for the fulfilment or, where appropriate, waiver of
     all remaining Scheme Conditions Precedent.

     Accordingly, the Salient Dates and Times as contained on page 3 of the Circular are amended as
     outlined below and in terms of current expectations.

2.   Salient Dates and Times

At the date of this announcement, the remaining salient dates and times in relation to the Scheme are
expected to be as follows:

 Action                                                                                      2021
 Finalisation announcement published on SENS on or about                      Tuesday, 2 February
 Finalisation announcement published in the South African press
 on                                                                         Wednesday, 3 February
 Last day to trade, being the last day to trade Shares on the JSE in
 order to be eligible to participate in the Scheme (Scheme Last               Tuesday, 9 February
 Day to Trade)
 Suspension of listing of Shares on the JSE and A2X on                     Wednesday, 10 February
 Scheme Consideration Record Date, being the date on which
 Repurchase Scheme Participants must be recorded in the
 Register in order to be eligible to receive the Scheme                       Friday, 12 February
 Consideration, by close of trade on
 Elections to be received by 12:00 on
 Scheme Operative Date on                                                     Friday, 12 February
 Scheme Consideration to be settled by EFT or by cheque to
 Repurchase Scheme Participants who are Certificated
 Shareholders and who have lodged their Form of Surrender and                 Monday, 15 February
 Transfer with the Transfer Secretaries on or prior to 12:00 on the
 Scheme Consideration Record Date, on
 Dematerialised Repurchase Scheme Participants to have their
 accounts (held at their CSDP or Broker) credited with the Scheme             Monday, 15 February
 Consideration on
 Comparable Offer Consideration settled by EFT to Share Scheme                Monday, 15 February
 Participants who elected not to waive their right to a Comparable
 Offer on
 Termination of listing of Shares on the JSE and A2X at the
 commencement of trade on                                                    Tuesday, 16 February                                             
 

Notes
   1. All dates and times are local in South Africa, and are subject to change with the approval of
      the JSE and/or TRP to the extent required. Any change will be released on SENS.
   2. Shareholders should note that as transactions in Shares are settled in the electronic
      settlement system used by Strate Proprietary Limited, settlement of trades takes place three
      business days after such trade.

3.    Election to voluntarily tender all or some of your Shares or remain invested in Anchor

Following the release of the finalisation announcement, expected to be Friday, 2 February 2021, the
following actions will be required by Shareholders:

3.1      Dematerialised Shareholders without own-name registration:

         If you do not wish to receive the default option as defined in paragraph 4.1.1 of the Circular
         to elect to voluntarily tender all of your Shares to Anchor, you must, by informing your
         Broker or your CSDP, advise whether you elect to voluntarily tender all or some of your
         Shares to Anchor or elect to remain invested in Anchor in the unlisted space following
         Delisting. Please include delisting@anchorcapital.co.za on all correspondence for
         information purposes.

         In the absence of an election being received by the Transfer Secretaries by 12:00 on Friday,
         12 February 2021, you will be deemed to have elected that all of your Shares are
         repurchased for a cash consideration of R4.25 per Share.

         You must NOT complete the Form of Election attached to the Circular.

3.2      Own-Name Dematerialised Shareholders and Certificated Shareholders

         If you do not wish to receive the default option as defined in paragraph 4.1.1 of the Circular
         to elect to voluntarily tender all of your Shares to Anchor, you must, by completing the
         relevant section of the Forms of Election attached to the Circular, advise whether you elect
         to voluntarily tender all or some of your Shares to Anchor or elect to remain invested in
         Anchor in the unlisted space following Delisting. You can make this election by filling out the
         Form of Election as follows: (i) in respect of those Shares that you wish to tender for sale
         under the Repurchase, fill in and complete that number of Shares under the column entitled
         "Voluntarily tender your shares to Anchor" in the Form of Election; or (ii) in respect of those
         Shares that you wish to retain, fill in and complete that number Shares under the column
         entitled "Remain invested in Anchor" in the Form of Election.
         In the absence of an election being received by the Transfer Secretaries by 12:00 on Friday,
         12 February 2021], you will be deemed to have elected that all of your Shares are
         repurchased for a cash consideration of R4.25 per Share.

The Form of Election may be delivered by hand or sent by email or mail to the following addresses:

If delivered by hand
Link Market Services South Africa Pty Limited (now JSE Investor Services Proprietary Limited)
13th Floor, 19 Ameshoff Street, Braamfontein, 2000

If sent by email
meetfax@linkmarketservices.co.za

Please include delisting@anchorcapital.co.za on all correspondence for information purposes.

4.    Responsibility Statement

4.1     The Independent Board and the Board, individually and collectively, accept full responsibility
        for the accuracy of the information contained in this announcement which relates to Anchor,
        the Scheme, the Delisting and the Share Scheme amendments, and certify that, to the best of
        their knowledge and belief, such information is true and this announcement does not omit
        any facts that would make any of the information false or misleading or would be likely to
        affect the importance of any information contained in this announcement.

By order of the Board
Johannesburg
19 January 2021

Rand Merchant Bank (A division of FirstRand Bank Limited)
Transaction Advisor and Transaction Sponsor

White and Case SA
Legal Advisor

DG Capital (Pty) Limited
Independent Expert

Date: 19-01-2021 02:33:00
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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