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Posting of Circular, Notice of General Meeting, Important Dates and Times and Fulfilment of Precedent Conditions
Morvest Group Limited
(Incorporated in the Republic of South Africa)
Registration Number: 2003/012583/06
Share Code: MOR
ISIN Code: ZAE000152567
(“Morvest” or “the Company”)
POSTING OF CIRCULAR, NOTICE OF GENERAL MEETING, IMPORTANT
DATES AND TIMES AND FULFILMENT OF CONDITIONS PRECEDENT TO
POSTING OF CIRCULAR
Morvest shareholders are referred to the announcement
published by Morvest on 15 May 2015 (“the Announcement”),
regarding the firm intention of Varachia Investment Group
Proprietary Limited (“VIG”) to make an offer to acquire the
entire issued ordinary share capital of Morvest, not already
owned by VIG or any party acting in concert with VIG, by way
of a scheme of arrangement (“Scheme”).
FULFILMENT OF CONDITIONS PRECEDENT TO POSTING OF CIRCULAR
Shareholders are advised that the condition precedent to the
posting of the Scheme circular (“Circular”) to Morvest
shareholders, as set out in paragraph 5.1.2 of the
Announcement, has been fulfilled. The condition precedent to
the posting of the Circular, as set out in paragraph 5.1.1 of
the Announcement, has been waived by VIG.
POSTING OF CIRCULAR
Shareholders are hereby advised that the Circular, containing
details of the Scheme, will be posted and electronically
distributed to Morvest Shareholders today, 9 June 2015. The
Circular incorporates a notice convening a general meeting of
Morvest Shareholders (“General Meeting”) for purposes of
considering a special resolution approving the Scheme (“Scheme
Resolution”).
The Circular is also available on Morvest’s website at
www.morvest.co.za.
Morvest Shareholders are advised to review the Circular for
the full terms and conditions of the Scheme.
NOTICE OF GENERAL MEETING
Notice is hereby given that the General Meeting will be held
at 10h30 on Wednesday, 8 July 2015 at Morvest’s offices at
188, 14th Road, Noordwyk, Midrand, Gauteng, for the purpose of
considering and, if deemed fit, approving, with or without
modification, the resolution set out in the notice of the
General Meeting included in the Circular.
IMPORTANT DATES AND TIMES RELATING TO THE SCHEME
The important dates and times relating to the Scheme are set
out below. Terms appearing in title case in the table below
and in the notes thereto and that are not otherwise defined,
bear the meanings assigned to them in the Circular.
2015
Record date for Morvest Shareholders to be Friday, 29 May
recorded in the Register in order to receive
the Circular
Circular posted to Morvest Shareholders and Tuesday, 9 June
notice convening the General Meeting released
on SENS on
Notice of General Meeting published in the Wednesday, 10
South African press on June
Last date to trade in order to be eligible to Friday, 26 June
vote at the General Meeting
Scheme Voting Record Date being 17:00 on Friday, 3 July
Proxy forms to be lodged at the Transfer Monday, 6 July
Secretaries by 10:30 on (or handed to the
chairman of the General Meeting prior to the
commencement of the General Meeting)
Last date and time for Morvest Shareholders to Wednesday, 8
give notice to Morvest objecting, in terms of July
section 164(3) of the Companies Act, to the
Scheme Resolution for purposes of exercise of
their Appraisal Rights by 10:30 on
General Meeting to be held at 10:30 on Wednesday, 8
July
Results of General Meeting released on SENS on Wednesday, 8
July
Results of General Meeting published in the Thursday, 9
South African press on July
If the Scheme is approved by Morvest
Shareholders at the General Meeting:
Last date for Morvest Shareholders who voted Wednesday, 22
against the Scheme to require Morvest to seek July
court approval for the Scheme in terms of
section 115(3)(a) of the Companies Act (where
applicable) on
Last date for Morvest Shareholders who voted Wednesday, 22
against the Scheme to apply to court for leave July
to apply for a review of the Scheme in terms
of section 115(3)(b) of the Companies Act on
Last date for Morvest to send objecting Wednesday, 22
Morvest Shareholders notices of the adoption July
of the Scheme Resolution, in accordance with
section 164(4) of the Companies Act, on
Action
The following dates assume that neither court approval nor the
review of the Scheme by the court is required and will be
confirmed in the announcement if the Scheme becomes
unconditional:
Finalisation Date expected to be on Thursday, 23
July
Finalisation Date announcement expected to be Friday, 24 July
released on SENS on
Finalisation Date announcement expected to be Monday, 27 July
published in the South African press on
Scheme LDT expected on Friday, 31 July
Listing of Morvest Shares suspended on the JSE Monday, 3
from commencement of trade on August
Scheme Consideration Record Date, being the Friday, 7
date on which the Scheme Participants must be August
recorded in the Register in order to receive
the Scheme Consideration, expected to be on or
about
Expected Operative Date of the Scheme on Tuesday, 11
August
Scheme Consideration expected to be Tuesday, 11
paid/posted to Certificated Scheme August
Participants (provided that the completed Form
of Surrender and Transfer (blue) 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
Dematerialised Scheme Participants expected to Tuesday, 11
have their accounts (held at their CSDP or August
Broker) credited with the Scheme Consideration
on or about
Termination of listing of Morvest Shares on Wednesday, 12
the JSE expected to take place at the August
commencement of trade on the JSE on or about
Notes:
1. The above dates and times are subject to such changes as
may be agreed to by Morvest and VIG and approved by the JSE
and/or the Takeover Regulation Panel, if required. If the
Scheme Conditions are not met by 31 August 2015 or such
extended date in terms of paragraph 4.4.4 of the Circular, an
updated timetable will be released on SENS and published in
the South African press.
2. Morvest Shareholders who wish to exercise their Appraisal
Rights are referred to Annexure 5 to the Circular for purposes
of determining the relevant timing for the exercise of their
Appraisal Rights.
3. If the General Meeting is adjourned or postponed, forms of
proxy submitted for the General Meeting will remain valid in
respect of any adjournment or postponement of the General
Meeting.
4. Although the salient dates and times are stated to be
subject to change, such statement may not be regarded as
consent or dispensation for any change to time periods which
may be required in terms of the Companies Regulations, where
applicable, and any such consents or dispensations must be
specifically applied for and granted.
5. All times referred to in the Circular are references to
South African time.
Johannesburg
9 June 2015
Transaction advisor and sponsor - PSG Capital Proprietary
Limited
Legal Advisor to Morvest - Mervyn Taback Incorporated
Independent Expert - BDO Corporate Finance Proprietary Limited
Date: 09/06/2015 04:40:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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