ESOR LIMITED - Posting of Circular and Salient Dates and Times in Respect of the Mandatory Offer to Esor Shareholders by GeomerRelease Date: 10/11/2016 07:05:00 Code(s): ESR PDF(s):
Posting of Circular and Salient Dates and Times in Respect of the Mandatory Offer to Esor Shareholders by Geomer
(Incorporated in the Republic of South Africa)
(Registration number 1994/000732/06)
JSE code: ESR
(“Esor” or “the company”)
Posting of Circular and Salient Dates and Times in Respect of the Mandatory
Offer to Esor Shareholders by Geomer
Shareholders are referred to the firm intention announcement released on the
Stock Exchange News Service of JSE Limited on Friday, 21 October 2016
regarding a mandatory offer required to be made to all Esor shareholders by
Geomer Investments Proprietary Limited (“Geomer”).
Shareholders are advised that a joint circular dated 10 November 2016
containing full details of the mandatory offer made to Esor shareholders by
Geomer and incorporating the Esor independent board’s opinion on such
mandatory offer (the “Mandatory Offer Circular”) has been posted to Esor
Copies of the Mandatory Offer Circular will be made available for inspection
during normal business hours at the registered office of Esor and the office
of Vunani Capital Proprietary Limited, being the corporate advisor and
sponsor to Esor, from 10 November 2016 to 23 December 2016 and is also
available on the company’s website:www.esor.co.za.
2. Important Dates and Times
The important dates and times relating to the mandatory offer are set out in
the timetable below. Words and expressions in the timetable and notes thereto
shall have the same meaning as assigned to them in the Mandatory Offer
Circular posted to Esor Shareholders Thursday,10 November
Mandatory Offer opens at 09:00 on Thursday,10 November
Finalisation announcement released on SENS by no later Thursday,08 December
than 11:00 on
Last day to trade in Esor Shares in order to be eligible Tuesday, 20 December
to accept the Mandatory Offer on
Esor Shares trade ex the Mandatory Offer on Wednesday, 21 December
Mandatory Offer Record Date on Friday,23 December
Mandatory Offer closes at 12:00 on Friday,23 December
Offer Consideration discharged to Offer Participants Wednesday, 28 December
(once Documents of Title have been received)
Results of the Mandatory Offer Announced on SENS on Wednesday, 28 December
Results of the Mandatory Offer to be published in the Thursday, 29 December
1. The above dates and times are subject to amendment at the discretion of
the Offeror, subject to prior written approval from the TRP being obtained.
Any such amendment will be released on SENS and published in the press.
2. The Mandatory Offer is subject to a number of conditions precedent
including the need potentially for approval from the Competition
Authorities. The process and the potential impact such approval may have
on the Closing Date of the Mandatory Offer is set out in paragraph 5 of
the Mandatory Offer Circular.
3. Certificated Esor Shareholders are required to indicate their acceptance
of the offer in accordance with the instructions contained in the Mandatory
Offer Document, to be received by Esor’s Transfer Secretaries by no later
than 12:00 on the Closing Date.
4. Esor Shareholders whose Esor Shares are held by their CSDPs or Brokers as
nominee are required to notify their duly appointed CSDP or Broker
timeously of their intention to accept the Mandatory Offer in the manner
and time stipulated in the custody agreement governing the relationship
between the Esor Shareholder and the CSDP or Broker.
5. In the case of Certificated Esor Shareholders who have accepted the
Mandatory Offer and who have surrendered their Documents of Title, payment
of the Offer Consideration will be made by cheque or deposited directly
into each such Esor Shareholder’s bank account, whichever a Esor
Shareholder may instruct, at the risk of the Esor Shareholder concerned.
6. In the case of Esor Shareholders whose Esor Shares are held by their CSDPs
or Brokers as nominee, payment of the Offer Consideration will be made by
crediting their accounts at the CSDP or Broker, as the case may be, in
accordance with the custody agreement governing the relationship between
the Esor Shareholder and the CSDP or Broker concerned.
7. All dates and times indicated above are South African dates and times.
10 November 2016
Corporate Advisor and Sponsor
Vunani Corporate Finance
Date: 10/11/2016 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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