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Firm Intention Announcement
SPANJAARD LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1960/004393/06)
Share code: SPA ISIN: ZAE000006938
(“the Company or “Spanjaard”)
FIRM INTENTION ANNOUNCEMENT REGARDING:
• AN OFFER BY SPANJAARD GROUP LIMITED (“Spanjaard Group” or “the Offeror”) TO ACQUIRE
ALL THE SPANJAARD SHARES NOT ALREADY HELD BY THE OFFEROR BY WAY OF A SCHEME OF
ARRANGEMENT;
• THE PROPOSED DELISTING OF SPANJAARD; AND
• POSTING OF CIRCULAR AND NOTICE OF SCHEME MEETING
1. INTRODUCTION
1.1 The board of directors of Spanjaard (“Board”) advises shareholders that the Company has
received an offer from Spanjaard Group to acquire all of the ordinary shares in the
Company not already owned by it. The offer (“Offer”) will be implemented by way of a
scheme of arrangement (“Scheme”) in terms of section 114(1)(c) of the Companies Act,
No. 71 of 2008, as amended (“Companies Act”), to be proposed by the Independent
Board (as defined in paragraph 4.1 below) between Spanjaard and its shareholders, and
will be followed by the delisting of the Company from the Main Board of the JSE Limited
(“JSE”) in terms of paragraph 1.17(b) of the JSE Listings Requirements (“Delisting”).
1.2 The contents of this announcement constitute a firm intention by the Offeror to make the
Offer as contemplated in Chapter 5 of the Companies Act and Chapter 5 of the
Companies Regulations, 2011, promulgated under the Companies Act (which includes the
Takeover Regulations issued pursuant to sections 120 and 223 of the Companies Act).
2. THE SCHEME
2.1 Salient terms of the Scheme
2.1.1 The consideration payable by the Offeror to eligible shareholders (being all
Spanjaard Limited shareholders, excluding Spanjaard Group) (“Eligible
Shareholders”), if the Scheme becomes operative, is R3.90 (three rand ninety
cents) per share (“Scheme Consideration”), payable in cash on the date on which
the Scheme becomes operative.
2.1.2 An offer price of R3.90 per share represents a premium of 25.6% to the 30 Volume
Weighted Average Price, (“VWAP”) of the Company’s share price and a premium
of 21.3% to the 60 day VWAP.
2.1.3 The Offeror is acting as principal and not as agent in respect of the Scheme and it
is not acting in concert with any parties for purposes of the implementation of the
Scheme.
2.2 Rationale for the Scheme
2.2.1 The primary rationale for the Transaction is to delist Spanjaard and provide the
Company with the flexibility required to do transactions, including BEE transactions,
without the requirements of a circular due to the low market capitalisation of the
Company, which introduces substantial delays and costs associated therewith.
2.2.2 Spanjaard Group is of the view that it is unsustainable for Spanjaard to maintain its
listing on the JSE and the Delisting will result in substantial cost and management
time savings.
2.2.3 The liquidity in trading of Spanjaard shares have been poor over the recent past
and as a result the company did not receive all the benefits it would normally
expect to receive as a listed company.
2.3 Mechanics of the Scheme
2.3.1 The Scheme constitutes an "affected transaction" as defined in section 117(1)(c) of
the Companies Act and accordingly will be regulated by the Companies Act, the
Companies Act Regulations and the Takeover Regulation Panel (“TRP”).
2.3.2 The Offer will be affected by way of a scheme of arrangement in terms of section
114(1)(c) of the Companies Act, proposed by the Independent Board, as defined
in paragraph 4.1 below, between the Company and its shareholders, in terms of
which, if implemented, the Company will acquire all the shares held by its
shareholders (except Spanjaard Group) for the Scheme Consideration.
2.3.3 The Scheme is subject to the fulfilment or waiver (as the case may be) of the
conditions set out in paragraph 2.4 below.
2.3.4 In the event that the Scheme becomes operative, the listing of the Company’s
shares on the Main Board of the JSE will be terminated and Eligible Shareholders
will be deemed to have sold all of their Spanjaard Limited shares for the Scheme
Consideration.
2.4 Conditions to the Scheme
2.4.1 The implementation of the Scheme is subject to the fulfilment or waiver, as the case
may be, of the following conditions precedent by no later than 30 November 2021,
or such later date as may be determined by the Company:
2.4.1.1 the Independent Board unanimously recommending to Spanjaard’s
shareholders, without qualification, that they vote in favour of the Scheme;
2.4.1.2 the Independent Expert, as defined in paragraph 4.2 below, having issued
its report in terms of section 114(3) of the Companies Act (read with the
Companies Act Regulations) regarding the fairness and reasonableness of
the terms and conditions of the Scheme, and such opinion not being
withdrawn or adversely amended;
2.4.1.3 all regulatory approvals and/or consents to give effect to the Scheme have
been obtained (either unconditionally or subject to conditions acceptable
to the Company), including, without limitation, the JSE, the TRP, and the
Financial Surveillance Department of the South African Reserve Bank (in
each case to the extent necessary);
2.4.1.4 approval of the Scheme by the requisite majority of eligible voting
Spanjaard shareholders, as contemplated in section 114, read with section
115, of the Companies Act (“Scheme Resolution”);
2.4.1.5 the Scheme Resolution has been passed and, to the extent required in
terms of section 115(3)(a) of the Companies Act, the implementation of the
Scheme Resolution is approved by the Court and, if applicable, the
Company has not elected to treat the Scheme Resolution as a nullity in
terms of section 115(5) of the Companies Act;
2.4.1.6 if the Scheme Resolution has been passed and any person who voted
against the Scheme Resolution applies to the Court within 10 (ten) business
days after the vote for a review of the Scheme in accordance with the
requirements of section 115(3)(b) of the Companies Act, (i) no leave is
granted by the Court to such person to apply to court for a review of the
Scheme in accordance with the requirements of section 115(6) of the
Companies Act or (ii) if leave is granted by the Court to apply to Court for
a review of the Scheme in accordance with the requirements of section
115(6) of the Companies Act, the Court has not set aside the Scheme
Resolution in terms of section 115(7) of the Companies Act; and
2.4.1.7 the TRP has issued a compliance certificate in respect of the Scheme in
terms of section 119(4)(b) of the Companies Act.
2.4.2 The proposal of the Scheme Resolution is in anticipation of the Delisting which will
follow immediately after the Scheme becomes unconditional, as detailed in
paragraph 2.5 below.
2.4.3 The conditions precedent stipulated in paragraphs 2.5.1.3 to 2.5.1.7 are regulatory
in nature and may not be waived.
2.4.4 An announcement will be published on SENS and in the press as soon as
practicable after all the conditions to the Scheme have been fulfilled or waived,
as the case may be.
2.5 Termination of Spanjaard’s listing
Following the implementation of the Scheme and the Scheme becoming unconditional,
the listing of Spanjaard’s shares on the Main Board of the JSE will be terminated in terms of
section 1.17(b) of the JSE Listings Requirements with effect from the operative date of the
Scheme.
3. CONFIRMATION OF FINANCIAL RESOURCES
In accordance with Regulation 111(4) and Regulation 111(5) of the Companies Act
Regulations, Spanjaard Group has delivered to the TRP a letter of confirmation by Standard
Bank that sufficient cash is being held in Escrow on behalf of Spanjaard Group to secure
the settlement of the Scheme Consideration, which is limited to R8,971,108 (eight million
nine hundred and seventy-one thousand one hundred and eight rand)
4. INDEPENDENT BOARD, INDEPENDENT EXPERT REPORT
4.1 The Board has established an independent board ("Independent Board”), comprising
Messrs. M Notrica, SS Zikalala, HF Kocks and S Vassaan Makan to consider the terms and
conditions of the Scheme.
4.2 The Independent Board has, in accordance with section 114(3) of the Companies Act and
regulation 90 of the Companies Act Regulations, appointed Suez Capital Proprietary
Limited as the independent expert (“Independent Expert”) to provide it with independent
advice in regard to the fairness and reasonableness of the terms and conditions of the
Scheme and the Offer, and to make appropriate recommendations to the Independent
Board, for the benefit of Spanjaard shareholders.
4.3 The Independent Board will consider the report of the Independent Expert on the fairness
and reasonableness of the terms and conditions of the Scheme and will provide its opinion
to Eligible Shareholders in a circular to shareholders.
4.4 The final full report of the Independent Expert in connection with the Scheme will be
included in the Offer Circular to be distributed to Eligible Shareholders.
4.4 The Independent Board confirms that no other offers were received by Spanjaard in the
period of six months prior to the date of this announcement.
5. NOTICE CONVENING AND THE SCHEME MEETING AND IMPORTANT DATES AND TIMES
The Circular is in the process of being prepared. Notice of the Scheme Meeting will be
given in due course as well as an announcement setting out the important dates and times
in relation to the Scheme.
6. RESPONSIBILITY STATEMENT
The Board and the Independent Board each accepts responsibility for the information
contained in this announcement to the extent that it relates to Company. To the best of
their knowledge and belief, the information contained in this announcement is true and
nothing has been omitted which is likely to affect the importance of the information.
JOHANNESBURG
27 August 2021
Sponsor Independent Expert
AcaciaCap Advisors Proprietary Limited Suez Capital Proprietary Limited
Date: 27-08-2021 01:45:00
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