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Det Cautionary ann relating to potential disposal of LFS Assets Pty Ltd & Renewal of existing cautionary ann
GLOBAL ASSET MANAGEMENT LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2002/003192/06)
Share Code: GAM ISIN: ZAE000173498
("Global" or “the Company”)
DETAILED CAUTIONARY ANNOUNCEMENT RELATING TO THE POTENTIAL DISPOSAL OF
LFS ASSETS PROPRIETARY LIMITED (“LFS”) AND RENEWAL OF EXISTING CAUTIONARY
ANNOUNCEMENT
1. Potential disposal of LFS
1.1 Shareholders are advised that the board of directors of Global (“Board”)
has agreed to enter into negotiations with a consortium (“Offeror”) based
on an offer received in relation to LFS (“Disposal”), the terms of which are
to be finalised in due course.
1.2 The Disposal is subject to the fulfilment of a number of suspensive
conditions, including the signing of legal agreements, as well as the
approval of the shareholders of Global, the Takeover Regulation Panel
and the JSE, to the extent required.
1.3 Shareholders are referred to the previous announcements regarding the
Company’s proposed delisting, as referred to in paragraph 2 below. In
the event that the Disposal is effected prior to the finalisation of the
Proposed Delisting, the Disposal will be classified as a Category 1
transaction in terms of the JSE Listings Requirements. Additionally, the
Offeror is a related party to Global in terms of paragraph 10.1(b)(vii) of
the JSE Listings Requirements. The Disposal will therefore also be
considered to be a related party transaction in terms of paragraph
10.1(a) of the JSE Listings Requirements.
1.4 The Disposal will constitute a disposal of the greater part of the
undertaking or assets of Global in terms of section 112 of the Companies
Act, No. 71 of 2008 (“Companies Act”), and will therefore be regulated by
the Companies Act and the Takeover Regulations.
1.5 Shareholders are advised that there may be uncertainty as to whether or
not the JSE will allow the Company’s listing to continue following the
Disposal. However, shareholders are referred to paragraph 2 below
regarding the Proposed Delisting.
2. New cautionary announcement and renewal of existing cautionary
announcement
The Disposal may have a material effect on the price of Global’s securities and,
accordingly, shareholders are advised to exercise caution when dealing in
their Global securities until a further announcement in respect of the Disposal is
made and the cautionary in this regard is withdrawn.
Additionally, shareholders are referred to the renewal of cautionary
announcements, the last of which was published on 7 November 2018, relating
to the Company’s proposed delisting by way of a scheme of arrangement in
terms of section 114 of the Companies Act (“Proposed Delisting”). The
Independent Board, as defined in that announcement, continues to finalise the
terms of the Proposed Delisting. A firm intention announcement will be
published on SENS and in the press in due course and will include, inter alia, the
salient dates relating to the Proposed Delisting. Shareholders are advised to
continue to exercise caution when dealing in their Global securities until a
further announcement in respect of the Proposed Delisting is made and the
cautionary in this regard is withdrawn.
By order of the Board
Johannesburg
18 December 2018
Designated Advisor
Arbor Capital Sponsors Proprietary Limited
Date: 18/12/2018 04:03:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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