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Finalisation announcement
Gijima Group Limited
(Registration number 1998/021790/06)
Incorporated in the Republic of South Africa
Share code: GIJ ISIN: ZAE000198826
(“Gijima”)
FINALISATION ANNOUNCEMENT REGARDING THE ACQUISITION BY YEBO GUMA
INVESTMENTS PROPRIETARY LIMITED (“GUMA”) OF THE REMAINING ISSUED
ORDINARY SHARES IN GIJIMA AND RESULTANT INTENDED DELISTING OF GIJIMA
1. INTRODUCTION
The shareholders of Gijima (“Gijima Shareholders”) are referred to the announcement
of the results of the general meeting of Gijima held on 2 April 2015 at 14h00 (“General
Meeting”) as well as the announcement on 17 April 2015, regarding the offer by Guma
to acquire all of the remaining ordinary shares in Gijima held by Gijima Shareholders,
other than treasury shares and the shares held 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
(“Offer Shareholders”), by way of a scheme of arrangement (“Scheme”) in terms of
section 114 of the Companies Act 71 of 2008, as amended (“Companies Act”).
At the General Meeting resolutions allowing for Guma to acquire all of the remaining
ordinary shares in Gijima from the Offer Shareholders, were duly approved by 99.38%
of the votes.
2. CONDITIONS PRECEDENT AND FINALISATION DATES
Gijima Shareholders are advised that following the receipt of the compliance certificate
from the Takeover Regulation Panel ("TRP") on 21 April 2015, in terms of section
119(4)(b) of the Companies Act in respect of the Scheme, all outstanding conditions
precedent as contained in the circular sent to the Gijima Shareholders on 5 March
2015 (“the Circular”) have now been fulfilled. Accordingly, Offer Shareholders will
receive 220 cents per Gijima ordinary share (“Gijima Share”) and Gijima will be
delisted as part of the implementation of the Scheme. After this resultant delisting,
Gijima will continue to trade as a private, unlisted company.
Gijima Shareholders are reminded of the remaining important dates and times
pertinent to the implementation of the Scheme:
Action Date - 2015
Last day to trade in Gijima Shares on the JSE Limited (“JSE”) in
order to be recorded in the share register of Gijima in order to
receive the cash payment of 220 cents per Gijima Share in
terms of the Scheme (“Scheme Consideration”), on Thursday, 30 April
PUBLIC HOLIDAY Friday, 1 May
Suspension of the listing of Gijima Shares on the JSE to take
place at the commencement of trade on the JSE on Monday, 4 May
Scheme Consideration record date, being the date on which the
Offer Shareholders must be recorded in the share register of
Gijima in order to receive the Scheme Consideration, by close
of trade on the JSE on Friday, 8 May
Operative date of the Scheme on Monday, 11 May
Scheme Consideration to be paid/posted to certificated Offer
Shareholders, 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 Friday, 8 May 2015, on or about Monday, 11 May
Dematerialised Offer Shareholders to have their accounts (held
at their central securities depository participant or broker)
credited with the Scheme Consideration, on or about Monday, 11 May
Resultant termination of listing of Gijima Shares on the JSE to
take place at the commencement of trade on the JSE on or
about Tuesday, 12 May
Johannesburg
22 April 2015
Corporate advisor and transaction sponsor
PricewaterhouseCoopers Corporate Finance Proprietary Limited
Legal advisor to Gijima
Webber Wentzel
Legal advisor to Guma
Brian Kahn Inc
Corporate advisor to Guma
Guma Capital Proprietary Limited
Date: 22/04/2015 07:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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