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Fulfilment of Outstanding Conditions Precedent and Finalisation Announcement
SECUREDATA HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1998/010017/06)
Share code: SDH ISIN: ZAE000096368
(“SecureData”)
FULFILMENT OF OUTSTANDING CONDITIONS PRECEDENT AND FINALISATION ANNOUNCEMENT
SecureData Shareholders are referred to the joint announcement by SecureData and MB
Technologies Investments Proprietary Limited (“MB Tech”) released on SENS on 20 November 2013
and published in the South African press on 21 November 2013 regarding the terms on which MB
Tech has made an offer to acquire the entire issued ordinary share capital of SecureData excluding
treasury shares, being 227 128 521 (two hundred and twenty seven million one hundred and twenty
eight thousand five hundred and twenty one) SecureData shares (“SecureData Shares”), by way of a
scheme of arrangement (“Scheme”) to be proposed by the SecureData Board between SecureData
and the holders of the SecureData Shares (“SecureData Shareholders”), in terms of section
114(1)(c) of the Companies Act, No 71 of 2008, as amended (“the Companies Act”), and to the
SecureData circular dated 18 December 2013 ("the Circular").
SecureData Shareholders are advised that, following receipt from the Takeover Regulation Panel
("Panel") of a compliance certificate in terms of section 119(4)(b) of the Companies Act in respect of
the Scheme on 4 December 2013 and receipt from the Competition Tribunal of approval for the
implementation of the Scheme on 26 February 2014, all outstanding conditions precedent to the
Scheme have now been fulfilled.
Accordingly, SecureData Shareholders are advised that the salient dates which were set out in the
Circular, have been amended by mutual agreement between SecureData and MB Tech (with the
approval of JSE Limited (“JSE”) and the Panel as follows:
2014
Expected Scheme LDT, being the last day to trade SecureData Shares on
the JSE in order to be recorded in the Register to receive the Scheme
Consideration, on Friday, 7 March
Suspension of listing of SecureData Shares on the JSE expected to take
place at the commencement of trade on Monday, 10 March
Expected Scheme Consideration Record Date, being the date on which
Scheme Participants must be recorded in the Register to receive the
Scheme Consideration, by close of trade on Friday, 14 March
Expected Operative Date of the Scheme on Monday, 17 March
Scheme Consideration expected to be paid/posted to certificated Scheme
Participants (provided their form of acceptance, surrender and transfer
(blue) and Documents of Title are received on or prior to 12:00 on the
Scheme Consideration Record Date) on or about Monday, 17 March
Dematerialised Scheme Participants expected to have their accounts (held
at their CSDP or broker) credited with the Scheme Consideration on or
about Monday, 17 March
Termination of listing of SecureData Shares on the JSE expected to take
place at the commencement of trade on or about Tuesday, 18 March
Johannesburg
27 February 2014
Corporate Advisor and Sponsor to SecureData
Merchantec Capital
Date: 27/02/2014 03:19:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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