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Finalisation Announcement in Respect of the Scheme of Arrangement Between Spanjaard Group and the Spanjaard Minority
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”)
FINALISATION ANNOUNCEMENT IN RESPECT OF THE SCHEME OF ARRANGEMENT BETWEEN
SPANJAARD GROUP AND THE SPANJAARD MINORITY SHAREHOLDERS
Capitalised terms used but not defined in this announcement, shall have the same meanings
ascribed to them in the Circular (as defined below).
1. Introduction and Fulfilment of Scheme Conditions
Shareholders of Spanjaard (“Spanjaard Shareholders”) are referred to the circular issued by
Spanjaard on Wednesday, 29 October 2021 (“Circular”) regarding the Scheme of
Arrangement (“Scheme”) in terms of section 114 of the Companies Act 71 of 2008, as
amended (“Companies Act”) and paragraph 1.17(b) of the Listings Requirements of the JSE
Limited (“JSE”) proposed by the board of directors of Spanjaard between Spanjaard Group
and the holders of the ordinary shares of Spanjaard (“Spanjaard Share(s)”) not already held
by Spanjaard Group.
Spanjaard Shareholders are further referred to the announcement published on the Stock
Exchange News Service (“SENS”) of the JSE on Tuesday, 30 November 2021, notifying them
that at the general meeting held on Friday, 26 November (“General Meeting”), the special
and ordinary resolutions set out in the Notice of General Meeting (which was attached to
and formed part of the Circular), were passed on a poll by the requisite majorities (being
those set out in the Notice of General Meeting in respect of each resolution).
Application has been made to the Takeover Regulation Panel to issue a compliance certificate
in respect of the Scheme in terms of section 119(4)(b) of the Companies Act as all conditions
precedent to the Scheme have now been fulfilled. The Scheme has accordingly become unconditional
with effect from 13 December 2021 and will be implemented on Monday, 10 January 2022, being
the “Scheme Implementation Date”.
In accordance with the terms and conditions of the Scheme as detailed more fully in the
Circular, on the Scheme Implementation Date, Scheme Participants shall be deemed to
have disposed of and transferred their Scheme Shares to Spanjaard Holdings and, in
exchange, each Scheme Participant will be entitled to receive a cash consideration of
R3.90 (“Scheme Consideration”) for every Scheme Share held by such Scheme Participant
at the close of business on Friday, 7 January 2021, being the “Scheme Record Date”.
As a consequence of the Scheme, the Delisting of the Spanjaard Shares from the Main
Board of the securities exchange operated by the JSE will be implemented on Tuesday,
11 January 2022.
2. Salient Dates and Times
The salient dates relating to the Scheme, as set out below:
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
Notes:
(i) All times referred to in this Circular are references to South African time.
(ii) Spanjaard Shareholders who acquired on, or prior to, the Expected Scheme LDT
(expected to be Tuesday, 4 January 2021), will participate in the Scheme (i.e. dispose
of their Spanjaard Shares to Spanjaard Group in accordance with the Scheme for the
Scheme Consideration).
(iii) No Dematerialisation or re-materialisation of Spanjaard Shares may take place from
the Business Day following the Scheme LDT.
3 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
13 December 2021
Corporate Advisor to Spanjaard Independent Expert Sponsor to Spanjaard
Arbor Capital Suez Capital AcaciaCap Advisors
Date: 13-12-2021 05:46:00
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