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Posting of Circular, Salient Dates and Notice of General Meeting
Gijima Group Limited
(Registration number 1998/021790/06)
Incorporated in the Republic of South Africa
Share code: GIJ ISIN: ZAE000198826
(“Gijima” or “the Company”)
POSTING OF CIRCULAR, SALIENT DATES AND NOTICE CONVENING A GENERAL
MEETING OF GIJIMA IN REGARD TO THE ACQUISITION BY YEBO GUMA INVESTMENTS
PROPRIETARY LIMITED (“GUMA”) OF THE REMAINING ISSUED ORDINARY SHARES IN
GIJIMA
1. Introduction
Shareholders of Gijima (“Gijima Shareholders”) are referred to the joint announcement by
Gijima and Guma released on SENS on 17 February 2015 and published in the South
African press on 18 February 2015 (“the Offer Announcement”) regarding an offer from
Guma (“the Offer”) to acquire all of the remaining shares in Gijima, being 6 930 389 shares,
excluding treasury shares of 16 981 (“Offer Shares”) not already owned by Guma, Guma
Tech Proprietary Limited, Guma Tech Group Proprietary Limited, Guma Support Proprietary
Limited, Guma Investment Holdings Proprietary Limited, and Guma ICT Proprietary Limited
(“the Guma Entities”). The Offer has been made on the basis that a scheme of arrangement
(“the Scheme”), will be proposed by Gijima between Gijima and the holders of Offer Shares
(“Offer Shareholders”), in terms of section 114(1)(c) of the Companies Act, No. 71 of 2008,
as amended (“the Companies Act”).
2. Posting of circular
In order to provide information of the Scheme as well as to convene a general meeting of
Gijima Shareholders (“General Meeting”) to obtain Offer Shareholders approval of the
Scheme and ancillary matters, a circular (“the Circular”) is required to be sent to the Gijima
Shareholders. The Offer Announcement listed various conditions precedent to the posting
of the Circular. In this regard, it is hereby advised that all of such conditions precedent have
been fulfilled or waived and accordingly the Circular will be posted to Gijima Shareholders
on 5 March 2015.
3. Fairness opinion and recommendations
The independent board of directors of Gijima appointed in accordance with regulation 108 of
the Takeover Regulations (“the Independent Board”) for purposes of the Offer has
appointed Grant Thornton Advisory Services Proprietary Limited, being an independent
advisor acceptable to the Takeover Regulation Panel (“TRP”) (“Independent Expert”).
In accordance with section 114(3) of the Companies Act, the Independent Expert is required
to provide the Independent Board with external advice in relation to the Scheme and to
make appropriate recommendations in the form of a report contemplated in the Companies
Act. In this regard, shareholders are advised that the Independent Expert has considered
the terms of the Scheme and has advised the Independent Board that in the opinion of the
Independent Expert, the Offer consideration of 220 cents per Offer Share payable in terms
of the Scheme (“Scheme Consideration”) is fair and reasonable to Offer Shareholders.
Having considered the terms and conditions of the Scheme, and taking into account the
opinion of the Independent Expert, the Independent Board supports the Scheme and
recommends that Offer Shareholders vote in favour of the Scheme at the General Meeting.
4. Notice convening the General Meeting
Notice is hereby given that the General Meeting of the Company will be held in the Venus
Building, Gijima Office Park, 47 Landmarks Avenue, Kosmosdal, Samrand, Centurion,
South Africa at 14:00 on Thursday, 2 April 2015, to consider and, if deemed fit, to pass, with
or without modification, the resolutions set out in the notice convening the General Meeting
as contained in the Circular referred to in paragraph 2 above (“Notice of General Meeting”).
5. Important dates and times
The important dates and times relating to the Scheme timetable are set out below.
Action Date - 2015
In terms of sections 59(1) and (2) of the Companies Act, record
date for purposes of establishing those Gijima Shareholders
entitled to have the Circular posted to them, on Friday, 27 February
Circular posted to Gijima Shareholders recorded as such in the
share register on Friday, 27 February 2015 and Notice of
General Meeting released on the Stock Exchange News
Services of the Johannesburg Stock Exchange (“JSE”)
(“SENS”) on Thursday, 5 March
Notice of General Meeting published in the South African press
on Friday, 6 March
In terms of sections 59(1) and (2) of the Companies Act, last
day to trade in shares in Gijima (“Gijima Shares”) in order to be
recorded in the share register and thereby be able to attend,
participate in and vote at the General Meeting, being “the
General Meeting Last Day to Trade” (see note 2 below) on Friday, 20 March
In terms of sections 59(1) and (2) of the Companies Act, record
date to be eligible to attend, participate in and vote at the
General Meeting, being “the Scheme Voting Record Date”, by
close of trade on Friday, 27 March
Last day to lodge completed form of proxy for General Meeting
by 14:00 on (see note 4 below) Tuesday, 31 March
Last day for Gijima Shareholders to give notice of their
objections to the proposed special resolution to be considered
at the General Meeting for the approval of the Scheme, by
14:00 on Thursday, 2 April
General Meeting to approve the Scheme held at 14:00 (see
note 5 below), on Thursday, 2 April
Results of the General Meeting released on SENS on Thursday, 2 April
PUBLIC HOLIDAY Friday, 3 April
PUBLIC HOLIDAY Monday, 6 April
Results of the General Meeting published in the South African
press on Tuesday, 7 April
End of 5 business day period in terms of section 115(3)(a) of
the Companies Act (see note 5 below) on Monday, 13 April
If the Scheme is approved by the Offer Shareholders at the General Meeting with
sufficient voting rights such that no Offer Shareholder may require the Company to
obtain Court approval for the Scheme as contemplated in section 115(3)(a) of the
Companies Act:
End of 10 business day period during which Offer Shareholders
who participate in the Scheme (“Scheme Participants”) can
make application to the court in terms of section 115(3)(b) of
the Companies Act (see note 6 below) on Monday, 20 April
Last date for Gijima to give notice of adoption of the special
resolution approving the Scheme to Scheme Participants
objecting to the special resolution on Monday, 20 April
If no Offer Shareholders exercise their rights in terms of section 115(3)(b) of the
Companies Act, then the following are the anticipated relevant dates and times:
Date on which the conditions precedent to the Scheme are
expected to have been fulfilled or waived, as the case may be,
being “the Finalisation Date” on Wednesday, 22 April
Finalisation Date announcement expected to be released on Wednesday, 22 April
SENS on
Finalisation Date announcement expected to be published in
the South African press on Thursday, 23 April
PUBLIC HOLIDAY Monday, 27 April
Expected Scheme Last Day to Trade, being the last day to
trade Gijima Shares on the JSE in order to be recorded in the
Share register in order to receive the Scheme Consideration,
on Thursday, 30 April
PUBLIC HOLIDAY Friday, 1 May
Suspension of listing of Gijima Shares on the JSE expected to
take place at the commencement of trade on the JSE on Monday, 4 May
Expected Scheme Consideration record date, being the date
on which the Scheme Participants must be recorded in the
share register in order to receive the Scheme Consideration, by
close of trade on the JSE on Friday, 8 May
Expected operative date of the Scheme on Monday, 11 May
Scheme Consideration expected to be paid/posted to
certificated Scheme Participants (provided that the completed
form of acceptance, surrender and transfer (yellow)(perforated)
included with the Circular and accompanying documents of title
are received on or prior to 12:00 on the Scheme Consideration
Record Date) on or about Monday, 11 May
Dematerialised Scheme Participants expected to have their
accounts (held at their central securities depository participant
or broker) credited with the Scheme Consideration on or about Monday, 11 May
Termination of listing of Gijima Shares on the JSE expected to
take place at the commencement of trade on the JSE on or
about Tuesday, 12 May
Notes:
1. All dates and times may be changed by mutual agreement between Gijima and Guma
(subject to the approval of the JSE and/or the TRP, if required). The dates have been
determined based on the assumption that no court approval or review of the special
resolution required approving the implementation of the Scheme will be required. Any
change in the dates and times will be released on SENS and published in the South
African press.
2. Gijima Shareholders should note that, as transactions in Gijima Shares are settled in
the electronic settlement system used by Strate Proprietary Limited, settlement of
trades take place five business days after such trade. Therefore, Gijima Shareholders
who acquire Gijima Shares after close of trade on Friday, 20 March 2015 will not be
eligible to attend, participate in and vote at the General Meeting.
3. All times in this Circular are local times in South Africa.
4. Share certificates in respect of Gijima Shares may not be dematerialised or
rematerialised after Thursday, 30 April 2015.
5. Notwithstanding that the Scheme may be approved by the requisite majority of voting
rights of Scheme Participants at the General Meeting, the provisions of section
115(3)(a) of the Companies Act may nevertheless require that Gijima seek court
approval of the Scheme in the event that the resolution to approve the Scheme is
opposed by at least 15% of the voting rights exercised on the resolution and a Scheme
Participant who so voted against the resolution in fact delivers such a request to the
Company within 5 business days following the General Meeting. In such event, all
important dates and times subsequent to the General Meeting will necessarily require
amendment. In such event, Gijima Shareholders will be advised of the applicable dates,
times and process by release on SENS and by publication in the South African press.
6. If any Scheme Participant who voted against the Scheme exercises its rights in
accordance with section 115(3)(b) of the Companies Act and applies to court within 10
business days following the General Meeting for a review of the Scheme, All important
dates and times subsequent to the General Meeting will necessarily require
amendment. In such event, Gijima Shareholders will be advised of the applicable dates,
times and process by release on SENS and by publication in the South African press
and dates and times set out above will not be relevant and will require amendment.
7. If the General Meeting is adjourned or postponed, completed forms of proxy as
contained in the Circular and submitted in regard to the General Meeting will remain
valid in respect of the subsequent adjourned or postponed General Meeting.
Johannesburg
5 March 2015
Corporate Advisor and Transaction Legal Advisor to Gijima
Sponsor
Webber Wentzel
PricewaterhouseCoopers Corporate
Finance Proprietary Limited
Legal Advisor to Guma Independent Financial Expert
Brian Kahn Inc. Grant Thornton Advisory Services
Proprietary Limited
Corporate Advisor to Guma
Guma Capital Proprietary Limited
Date: 05/03/2015 08:00:00 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,
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