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Posting Of Scheme Circular, Notice of Scheme Meeting and Important Dates and Times
Compu-Clearing Outsourcing Limited Wisetechglobal Proprietary Limited
(Incorporated in the Republic of South Africa) (Incorporated in the Republic of South Africa)
(Registration number 1998/015541/06) (Registration number 2012/181360/07)
Share code: CCL ISIN: ZAE000016564 ("WiseTech Global")
("Compu-Clearing")
POSTING OF SCHEME CIRCULAR, NOTICE OF SCHEME MEETING AND IMPORTANT DATES AND TIMES
1. Posting of Circular
Further to the announcement dated Wednesday, 24 June 2015, regarding the implementation agreement
entered into with WiseTech Global, under which WiseTech Global agreed to make a cash offer of R5.50 per
Compu-Clearing share, to acquire all of the issued shares in Compu-Clearing by way of a scheme of
arrangement in terms of section 114 of the Companies Act 71 of 2008, as amended. (“Companies Act”)(“the
Scheme”), Compu-Clearing shareholders are advised that the circular in respect of the Scheme,
incorporating a notice of meeting (“Scheme Meeting”) at which the special resolution approving the Scheme
will be proposed (“the Circular”) was posted to Compu-Clearing shareholders today, 22 July 2015 and is
available on Compu-Clearing’s website: www.compclear.holdings/scheme (included in the Circular is the
form of proxy for the Scheme Meeting and a form of surrender and transfer in respect of the Scheme).
2. Notice of Scheme Meeting
The Scheme Meeting will be held at Compu-Clearing’s registered office, 7 Drome Road, Lyndhurst,
Johannesburg on Thursday, 20 August 2015 commencing at 10:00, for the purpose of considering and, if
deemed fit, approving, with or without modification, the resolutions set out in the notice of general meeting
included in the Circular.
3. Important dates and times
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 to determine which Shareholders are eligible to receive the
Circular Friday, 17 July
Circular posted to Shareholders and notice convening the Scheme Meeting
released on SENS Wednesday, 22 July
Notice convening the Scheme Meeting published in the South African press Thursday, 23 July
Last day to trade in order to be recorded in the Register to be entitled to vote
on the Scheme at the Scheme Meeting Thursday, 6 August
Record date for voting Friday, 14 August
Forms of proxy to be received by 10:00 Tuesday, 18 August
Last date for Dissenting Shareholders to give written notice to Compu-
Clearing objecting to the Scheme Resolution approving the Scheme, in terms Thursday, 20 August
of section 164(3) of the Companies Act, to be delivered to Compu-Clearing
before the Scheme Resolution is voted on at the Scheme Meeting
Scheme Meeting to be held at 10:00 Thursday, 20 August
Results of the Scheme Meeting to be released on SENS Thursday, 20 August
Results of the Scheme Meeting to be published in the South African press Friday, 21 August
Last date for Shareholders who voted against the Scheme Resolution to
require Compu-Clearing to apply to Court for approval of the Scheme, under
section 115(3)(a) of the Companies Act, if 15% or more of the voting rights
exercised were against the Scheme Resolution Thursday, 27 August
Last date for a Shareholder who voted against the Scheme Resolution to apply
to Court for leave to apply for a review of the Proposed Transaction, under
section 115(3)(b) of the Companies Act Thursday, 3 September
Last date for Compu-Clearing to send Dissenting Shareholders notices of the
adoption of the Scheme Resolution, in terms of section 164 of the Companies
Act Thursday, 3 September
Expected Scheme Finalisation Date Friday, 4 September
Finalisation announcement expected to be released on SENS Friday, 4 September
Finalisation announcement expected to be published in the South African
press Monday, 7 September
Expected Scheme Last Day to Trade in order to be recorded in the Register
on the Scheme Record Date Friday, 11 September
Expected suspension of trading of Shares on the JSE from the
commencement of trade Monday, 14 September
Expected Scheme Record Date on which Shareholders must be recorded in
the Register to receive the Scheme Consideration Friday, 18 September
Expected Scheme Implementation Date Monday, 21 September
Scheme Consideration expected to be posted/paid to Scheme Participants
holding Certificated Shares (provided their Forms of Surrender and Transfer
are received on or prior to 12:00 on the Scheme Record Date) Monday, 21 September
Expected date on which the CSDP or broker accounts of Scheme Participants
holding Dematerialised Shares will be credited with the Scheme Consideration Monday, 21 September
Expected termination of listing of Shares on the JSE at the commencement of
trade Tuesday, 22 September
Notes:
1. All dates and times indicated in this Circular are South African dates and times.
2. These dates and times are subject to amendment by mutual agreement between Compu-Clearing and
WiseTech Global (subject to the approval of the JSE and the TRP, if required). The dates have been
determined based on the assumption that no Court approval or review of the Scheme will be required
and that the conditions will be fulfilled prior to 4 September 2015. Any necessary amendments to the
dates and times will be released on SENS.
3. Shares may not be dematerialised or rematerialised after the Scheme Last Day to Trade.
4. Shareholders are referred to paragraph 4.5 of the Circular regarding timing considerations relating to
the exercise of appraisal rights in terms of section 164 of the Companies Act.
Johannesburg
22 July 2015
Corporate Adviser and Transaction Sponsor to Compu-Clearing: Grindrod Bank
Legal Adviser to Compu-Clearing: Fluxmans
Sponsor to Compu-Clearing: Sasfin Capital
Legal Adviser to WiseTech Global: Webber Wentzel
Independent Expert: Mazars Corporate Finance
Date: 22/07/2015 04:47:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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