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GIJIMA GROUP LIMITED - Finalisation announcement

Release Date: 22/04/2015 07:30
Code(s): GIJ     PDF:  
Wrap Text
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

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