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Interwaste Scheme Finalisation Announcement
INTERWASTE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2006/037223/06)
Share code: IWE
ISIN: ZAE000097903
("Interwaste")
INTERWASTE SCHEME FINALISATION ANNOUNCEMENT
1. Introduction
Unless otherwise indicated, capitalised words and terms contained in this announcement shall
bear the meanings ascribed to them in the Circular (as defined below).
1.1 Shareholders are referred to:
1.1.1 the circular issued and posted by Interwaste to Shareholders on
5 December 2018 ("Circular") regarding the Scheme of Arrangement in terms of
section 114 of the Companies Act 71 of 2008, proposed by the Interwaste Board
between Interwaste and the Shareholders ("Interwaste Scheme"); and
1.1.2 the announcement released on SENS on Wednesday, 9 January 2019 pursuant
to the Scheme Meeting held on the same day, at which the special and ordinary
resolutions set out in the Notice of Scheme Meeting (which was attached to and
formed part of the Circular) were passed by the requisite majorities.
2. Fulfilment of Scheme Conditions
The Interwaste Board is pleased to advise that all of the Scheme Conditions have been fulfilled
or waived. Accordingly, the Scheme has become unconditional with effect from Friday,
15 February 2019.
3. Salient dates and times
The remaining salient and dates and times relating to the implementation of the Scheme,
which are unchanged from those indicatively indicated in the Circular, are set out below:
IMPORTANT DATES AND TIMES
Scheme LDT, being the last day to trade Interwaste Shares on the JSE
in order to be recorded in the Register on the Scheme Record Date and
to receive the Scheme Consideration on the Scheme Consideration Tuesday,
Date, on 26 February 2019
Suspension of listing of Interwaste Shares on the JSE to take place at Wednesday,
the commencement of trade on 27 February 2019
Last date on which Scheme Participants can make an election in Friday,
respect of the Repurchase Alternative by 12h00 on 1 March 2019
Scheme Record Date, being the date on which Interwaste Scheme
Participants must be recorded in the Register to receive the Scheme Friday,
Consideration, close of trade on 1 March 2019
Operative Date of the Interwaste Scheme, on Monday,
4 March 2019
Scheme Consideration to be credited to the accounts (held at their
CSDP or Broker) of Interwaste Scheme Participants who are Monday,
Dematerialised Shareholders, on or about 4 March 2019
Scheme Consideration to be paid/posted to Interwaste Scheme
Participants who are Certificated Shareholders (provided their form of
surrender and transfer (blue) and Documents of Title are received by Monday,
close of trade on the Scheme Record Date) on or about 4 March 2019
Termination of listing of Interwaste Shares on the JSE to take place at Tuesday,
the commencement of trade on 5 March 2019
Notes:
1. All times given in this document are local times in South Africa.
2. Interwaste Shares may not be dematerialised or rematerialised after the Scheme LDT.
4. Dividends Withholding Tax in respect of Repurchase Alternative
Where an Interwaste Scheme Participant is not exempt from Dividends Withholding Tax
(“DWT”) and elects the Repurchase Alternative, DWT will be withheld from the gross amount
of R1.20. Unless an Interwaste Scheme Participant is subject to DWT at a lesser rate, the
applicable DWT withholding rate is 20% and, accordingly, the net amount payable will
therefore be R0.96. In order to prevent (or reduce) such withholding, Interwaste Scheme
Participants electing the Repurchase Alternative who are exempt from DWT (or subject to
DWT at a lesser rate) must provide their regulated intermediary with the requisite SARS
declaration and undertaking as soon as possible but in any event before 12h00 on the Scheme
Record Date (or such earlier date as may be required in terms of their mandate with their
CSDP or Broker).
Johannesburg
15 February 2019
Legal Advisors to the Offerors
Cliffe Dekker Hofmeyr Incorporated
Legal Advisors to Interwaste
Webber Wentzel
Financial Advisors to Interwaste
PSG Capital Proprietary Limited
Sponsors
Grindrod Bank Limited
Independent Expert
PricewaterhouseCoopers Corporate Finance Proprietary Limited
Transfer Secretaries to Interwaste
Computershare Investor Services Proprietary Limited
Date: 15/02/2019 03:47:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
