VILLAGE MAIN REEF LIMITED - Finalisation Announcement

Finalisation Announcement

Village Main Reef Limited
(Registration number 1934/005703/06)
JSE code: VIL
ISIN: ZAE000192555
("Village" or "the Company")



FINALISATION ANNOUNCEMENT



1. INTRODUCTION
Shareholders of Village ("Village Shareholders") are referred to the announcement
released on the Stock Exchange News Service (“SENS”) on 7 April 2015, which detailed
the results of the General Meeting, where the resolutions required to approve the Scheme
were passed by the requisite majority of Village Shareholders as set out in the circular
issued to Village Shareholders on 6 March 2015 regarding the Scheme (“Circular”). Village
Shareholders are further referred to the announcement released on SENS on 30 April
2015, which indicated that certain conditions precedent remained outstanding and that
Village Shareholders would in due course be notified on the updated Scheme timetable.


Words and expressions used in this announcement shall have the meanings ascribed to
them in the Circular.


2. OUTSTANDING SCHEME CONDITIONS PRECEDENT
Village Shareholders are advised that all conditions precedent to the Scheme, as detailed in
the Circular, have been fulfilled or waived and consequently the Scheme is now
unconditional. Upon implementation of the Scheme, an application will be made to the
relevant authorities for the delisting of all of Village’s shares from the JSE Limited (“JSE”).


3. NOMINATION OF AZTODEX PROPRIETARY LIMITED AS ACQUIRER OF SCHEME
SHARES
Village Shareholders are further advised that Heaven-Sent sent a letter today (11 May
2015) to the board of Village, as well as to the JSE and the TRP, in which it nominated
Aztodex Proprietary Limited (Registration Number: 2015/095863/07) (which is in the
process of changing its name to 'Heaven Sent South African Sunshine Investment
Company Proprietary Limited') ("Aztodex") as the "Heaven-Sent Nominee" for the
purposes of paragraph 4.2.2 of the Circular. Aztodex will accordingly acquire all of the
Scheme Shares and fulfil all of Heaven-Sent's obligations in terms of the Scheme.


4. SALIENT DATES AND TIMES


Action                                                                              2015




Fulfilment Date of the last of the conditions to the Implementation        Monday, 11 May
Agreement

Last day to trade in Shares in order to be recorded in the Register        Friday, 22 May
on the Record Date (Scheme LDT)

Date of suspension of listing of Shares on the JSE                         Monday, 25 May

Record Date on which Shareholders must be recorded in the                  Friday, 29 May
Register to receive the Scheme Consideration

Operative Date of the Scheme                                               Monday, 1 June

Scheme Consideration posted/paid to Certificated Scheme                    Monday, 1 June
Participants (provided their Form of Surrender and Transfer (blue)
are received on or prior to 12h00 on the Record Date) on or about

Dematerialised Scheme Participants will have their accounts with           Monday, 1 June
their Central Securities Depository Participant (“CSDP”) or broker
credited with the Scheme Consideration on
 
Termination of listing of Shares at commencement of trade on the          Tuesday, 2 June
JSE on


Notes:
1.        Village Shares on the Scheme Record Date (Friday, 29 May 2015) will participate in
          the Scheme (i.e. sell their Shares to Heaven-Sent in accordance with the Scheme
          for the Scheme Consideration).
2.        Village Shares may not be dematerialised or re-materialised after the Scheme Last
          Day to Trade (Friday, 22 May 2015).
3.        All times given in this announcement are, unless the context indicates to the
          contrary, South African Standard Time.


Johannesburg
11 May 2015




Corporate Advisor to Village Main Reef              Corporate Advisor to Heaven-Sent
                    Limited                        Capital Group Management Co., Ltd

     Qinisele Resources Proprietary Limited              Standard Chartered Bank

                                                South African Legal Advisor to Heaven-
      JSE Sponsor to Village Main Reef
                                                   Sent Capital Management Group Co.,
                    Limited
                                                                  Ltd

      Bravura Capital Proprietary Limited                 Werksmans Attorneys

 South African Legal Advisor to Village
                                                      Independent Expert to Village
              Main Reef Limited

Edward Nathan Sonnenbergs Incorporated                       Venmyn Deloitte

Date: 11/05/2015 12:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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