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Posting of Circular, Notice Convening Scheme Meeting & Important Dates & Times Relating to the Scheme
SPANJAARD LIMITED SPANJAARD GROUP LIMITED
(Incorporated in the Republic of South Africa) (Incorporated in the Republic of South Africa)
(Registration number 1960/004393/06) (Registration number 1962/003015/06)
Share code: SPA ISIN: ZAE000006938
(“Spanjaard” or “the Company”) (“Spanjaard Group”)
POSTING OF CIRCULAR, NOTICE CONVENING THE SCHEME MEETING AND IMPORTANT DATES AND
TIMES RELATING TO THE SCHEME
1. INTRODUCTION
1.1 Shareholders are referred to the firm intention announcement by Spanjaard and
Spanjaard Group (“Offeror”) released on SENS on 21 August 2021 and published in the
press on 22 August 2021 (“Firm Intention Announcement”) wherein shareholders were
advised that:
1.1.1 The board of directors of Spanjaard (“Board”) advised shareholders that the
Company 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 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”).
1.1.2 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.
1.1.3 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.
1.2 Capitalised terms in this announcement shall have the same meanings as assigned to
them in the Firm Intention Announcement and the circular referred to in paragraph 2
below, as applicable.
2. POSTING OF THE CIRCULAR
Shareholders are advised that the circular setting out the terms and conditions of the
Scheme and the Standby Offer (“Circular”) and incorporating, inter alia, a notice
convening a meeting of Spanjaard shareholders (“Scheme Meeting”) is being distributed
to Spanjaard shareholders today, Friday, 29 October 2021. The Circular will also be
available on Spanjaard’s website at https://www.spanjaard.biz from Friday, 29 October
2021. Copies of the Circular may be obtained during normal business hours from the
registered office of Spanjaard at the address provided in paragraph 3 below, from Friday,
29 October 2021 until the date of the Scheme Meeting. Shareholders are advised to
review the Circular for detailed information regarding the Scheme, the Standby Offer and
other related matters.
3. NOTICE CONVENING THE SCHEME MEETING
Notice is hereby given that the Scheme Meeting will be held at 12h00 on Friday,
26 November 2021 at the Inanda Club, Forrest Road and Sixth Avenue, Inanda,
Johannesburg for the purpose of considering and, if deemed fit, passing, with or without
modification, the resolutions set out in the notice convening the Scheme Meeting.
4. ELECTRONIC PARTICIPATION AT THE MEETING
4.1 In accordance with the provisions of section 61(10) of the Companies Act, the Company
intends to make provision for Spanjaard Shareholders and their proxies to participate in
the General Meeting by way of telephone conference call. Spanjaard Shareholders
wishing to do so:
4.1.1 should contact the Company at +27 11 386 7100 by no later than 12h00 on
Wednesday, 24 November 2021, to obtain a pin number and dial-in details for the
conference;
4.1.2 will be required to provide reasonably satisfactory identification;
4.1.3 will be billed separately by their own telephone service providers for the
telephone call to participate in the General Meeting; and
4.1.4 should lodge completed Form(s) of Proxy in accordance with the attendance
and voting instructions detailed above.
5. IMPORTANT DATES AND TIMES
Shareholders are referred to the tables below setting out important dates and times in
relation to the Scheme and the Standby Offer.
5.1 The Scheme
The definitions and interpretations in Section G of this Circular shall apply to this section.
Record date for Spanjaard Shareholders to be recorded Friday, 22 October 2021
in the Register in order to receive this Circular
Circular posted to Spanjaard Shareholders and notice Friday, 29 October 2021
convening the General Meeting released on SENS on
Notice of General Meeting published in the South African Monday, 1 November 2021
press on
Last day to trade Spanjaard Shares in order to be recorded Tuesday, 16 November 2021
in the Register to vote at the General Meeting
Record date to be eligible to vote at the General Meeting, Friday, 19 November 2021
being the Voting Record Date, by close of trade on
Last date and time for Spanjaard Shareholders to give Friday, 26 November 2021
notice to Spanjaard objecting, in terms of section 164(3) of
the Companies Act, to the Scheme Resolution for purposes
of the Appraisal Rights by 12h00 on
Proxy forms not lodged with Transfer Secretaries to be Wednesday, 24 November 2021
handed to the Chairperson of the General Meeting before
12h00
General Meeting of Spanjaard Shareholders to be held at Friday, 26 November 2021
12h00 on
Results of General Meeting released on SENS on Friday, 26 November 2021
Results of General Meeting published in the South African Monday, 29 November 2021
press on
If the Scheme is approved by Spanjaard Shareholders at
the General Meeting with sufficient voting rights such that
no Spanjaard Shareholder may require the Company to
obtain Court approval for the Scheme as contemplated in
Section 115 (3) (a) of the Companies Act:
Last date for Spanjaard Shareholders who voted against Friday, 3 December 2021
the Scheme Resolution to require Spanjaard 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
Spanjaard Shareholders at the General Meeting were
exercised against the Scheme Resolution
Last date on which Spanjaard Shareholders can make Friday, 10 December 2021
application to the Court in terms of section 164(3)(b)/164
(3)(b) of the Companies Act
Last date for Spanjaard to give notice of adoption of the Friday, 10 December 2021
Scheme Resolution to Spanjaard Shareholders objecting to
the Scheme Resolution, in accordance with section 164 of
the Companies Act, on
Action
The following dates assume that neither Court approval nor
the review of the Scheme is required and will be confirmed
in the finalisation announcement if the Scheme becomes
unconditional:
If no Spanjaard Shareholders exercise their rights in terms of
Section 115(3)(b) of the Companies Act:
Scheme Finalisation Date expected to be on Monday, 13 December 2021
Scheme Finalisation Date announcement expected to be Monday, 13 December 2021
released on SENS on
Expected Scheme LDT, being the last day to trade Tuesday, 4 January 2022
Spanjaard Shares on the JSE in order to be recorded in the
Register to receive the Scheme Consideration, on
Suspension of listing of Spanjaard Shares on the JSE Wednesday 5 January 2022
expected to take place at the commencement of trade on
Scheme Record Date to be recorded in the Register in order Friday, 7 January 2022
to receive the Scheme Consideration expected to be on or
about
Expected Scheme Implementation Date on Monday, 10 January 2022
Scheme Consideration will be sent by EFT to Certificated Monday, 10 January 2022
Shareholders who have lodged their Form of Surrender and
Transfer with the Transfer Secretaries on or prior to 12h00 on
the Scheme Record Date, on or about
Dematerialised Scheme Participants expected to have their Monday, 10 January 2022
accounts with their CSDP or Broker credited with the
Scheme Consideration on or about
Expected Delisting of Spanjaard Shares on the JSE Tuesday, 11 January 2022
expected to take place at the commencement of trade on
or about
Timetable if Scheme Resolution is not approved by Spanjaard Shareholders
If the Scheme fails, Spanjaard Group shall be deemed to have made the Standby Offer to
Spanjaard Shareholders (other than Spanjaard Group). In such event, Spanjaard will release
an announcement on SENS confirming that the Scheme has failed and that the Standby Offer
has become effective and advising Spanjaard Shareholders of the salient dates of the Standby
Offer.
Results of General Meeting released on SENS on Friday, 26 November 2021
Expected date of opening of the Standby Offer (Opening Friday, 26 November 2021
Date) on
Expected Finalisation Announcement published on SENS on Friday, 26 November 2021
Expected last day to trade to take up the Standby Offer on Tuesday, 4 January 2022
Expected date of the suspension of the listing of Spanjaard Wednesday, 5 January 2022
Shares on the JSE on
Expected Standby Offer Record Date on Friday, 7 January 2022
Expected Standby Offer Closing Date at 12h00 on Friday, 7 January 2022
Expected Standby Offer Payment Date on or about Monday, 10 January 2022
Expected Delisting of the Spanjaard Shares at Tuesday, 11 January 2022
commencement of trade on the JSE on
Notes:
1. All dates and times may be changed by mutual agreement between Spanjaard
Group and Spanjaard (subject to the approval of the JSE and/or the TRP, if required).
The dates have been determined based on certain assumptions regarding the date
by which certain regulatory approvals will have been obtained and that no Court
approval or review of the Scheme Resolution will be required. Any change in the dates
and times will be released on SENS and published in the South African press.
2. Spanjaard Shareholders should note that, as trade in Spanjaard Shares on the JSE is
settled through Strate, settlement of trades takes place three Business Days after the
date of such trades. Therefore, Spanjaard Shareholders who acquire Spanjaard Shares
on the JSE after the last day to trade in Spanjaard Shares in order to be recorded in
the Register on the Voting Record Date will not be entitled to vote at the General
Meeting.
3. Spanjaard Shareholders who wish to exercise their Appraisal Rights are referred to
Annexure 4 to this Circular for purposes of determining the relevant timing for the
exercise of their Appraisal Rights.
4. Dematerialised 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 deadline stipulated by their CSDP or Broker in terms of their respective Custody
Agreements.
5. No Dematerialisation or rematerialisation of Spanjaard Shares may take place from the
Business Day following the Scheme LDT.
6. If the Scheme Resolution is opposed by a sufficient number of Voting Shareholders at
the General Meeting so that a Voting Shareholder may require Spanjaard to obtain
Court approval of the Scheme, as contemplated in section 115(3)(a) of the
Companies Act, and a Voting Shareholder in fact delivers such a request, the dates
and times set out above will not be relevant. If this is the case, Spanjaard Shareholders
will be notified separately of the applicable dates and times under this process.
7. 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.
8. If any Voting Shareholder who votes against the Scheme exercises its rights in
accordance with section 115(3)(b) of the Companies Act and applies to Court for a
review of the Scheme, the dates and times set out above will not be relevant. If this is
the case, Spanjaard Shareholders will be notified separately of the applicable dates
and times under this process.
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 Regulations, where
applicable, and any such consents or dispensations must be specifically applied for
and granted.
10. All times referred to in this Circular are references to South African time.
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.
By order of the Board
Johannesburg
29 October 2021
Corporate Advisor to Spanjaard Independent Expert Sponsor to Spanjaard
Arbor Capital Suez Capital AcaciaCap Advisors
Date: 29-10-2021 03:54:00
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