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Joint Announcement Regarding the Distribution of a Circular and Notice of General Meeting to Shareholders
DIGICORE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/012601/06)
Share code: DGC
ISIN: ZAE000016945
("Digicore" or “the Company”)
NOVATEL WIRELESS, INC.
(Incorporated under the laws of the State of Delaware, United
States of America, with registration number 2614230)
NASDAQ share code: MIFI
("Novatel Wireless")
JOINT ANNOUNCEMENT REGARDING THE DISTRIBUTION OF A CIRCULAR AND
NOTICE OF GENERAL MEETING TO SHAREHOLDERS OF DIGICORE
1. INTRODUCTION
Shareholders of Digicore (“Digicore Shareholders”) are referred
to the joint firm intention announcement (“FIA”) by Digicore and
Novatel Wireless, published on SENS on 19 June 2015 and in the
press on 22 June 2015, relating to a firm intention by Novatel
Wireless to make an offer, as contemplated by the Companies
Regulations, 2011 (“Companies Regulations”) promulgated in terms
of the Companies Act 71 of 2008 (“Companies Act”), for it or its
nominated subsidiary to acquire:
1.1 all of the ordinary shares in Digicore (“Digicore Shares”),
excluding inter alia any Digicore Shares held by subsidiaries
of Digicore (“Treasury Shares”) and the Digicore Shares held
by the Digicore Holdings Limited Share Trust (“Trust Shares”)
(collectively the “Excluded Shares”), by way of a scheme of
arrangement in terms of sections 114 and 115 of the Companies
Act (“Scheme”); or
1.2 if specified conditions of the Scheme are not fulfilled, all
or a portion of the Digicore Shares, excluding the Excluded
Shares, by way of a substitute general offer (“the Substitute
Offer”).
2. DISTRIBUTION OF THE CIRCULAR
2.1 The Pre-conditions referred to in the FIA have all been
fulfilled, waived or deferred and the circular setting out
the terms and conditions of the Scheme and the Substitute
Offer (“Circular”), and also incorporating a notice of
general meeting of Digicore Shareholders, will be distributed
by registered post to Digicore Shareholders today,
31 July 2015.
2.2 Digicore Shareholders are advised to review the Circular for
detailed information regarding the Scheme and the Substitute
Offer and related aspects.
2.3 The Circular will be available on Digicore’s website at
www.ctrack.com and on Novatel Wireless’ website at
www.nvtl.com from today, 31 July 2015.
3. NOTICE OF GENERAL MEETING
The Circular incorporates a Notice of General Meeting in
relation to a general meeting of Digicore Shareholders to be
held at Digicore Building, Regency Office Park, 9 Regency Drive,
Route 21 Corporate Park, Irene Extension 30, Centurion, South
Africa at 10:00 on Wednesday, 2 September 2015 (“General
Meeting”), to consider and, if deemed fit, to pass, with or
without modification, the special resolution required to
implement the Scheme and the other resolutions set out in the
notice of general meeting included in the Circular.
4. IMPORTANT DATES AND TIMES
Digicore Shareholders are referred to the table below setting
out important dates and times in relation to the Scheme.
Capitalised terms used below and elsewhere in this announcement
and that are not otherwise defined, bear the meanings ascribed
to them in the Circular.
2015
Record date to determine which Digicore Friday,
Shareholders are entitled to receive the 24 July
Circular
Circular posted to Digicore Shareholders and Friday,
notice convening the General Meeting announced 31 July
on SENS on
Notice of General Meeting announced in the Monday,
South African press on 3 August
Last day to trade in order to be recorded in Friday,
the Register on the Scheme Voting Record Date 21 August
in order to be eligible to vote at the General
Meeting
Scheme Voting Record Date being 17:00 on Friday,
28 August
Forms of Proxy to be lodged at the Transfer Monday,
Secretaries by 10:00 on 31 August
Last date and time for Digicore Shareholders Wednesday,
to give notice to Digicore objecting, in terms 2 September
of section 164(3) of the Companies Act, to the
Scheme Resolution to be able to invoke
Appraisal Rights by 10:00 on
Forms of Proxy not lodged with the Transfer Wednesday,
Secretaries may be accepted, in the discretion 2 September
of the chairman of the General Meeting, if
handed in before commencement of the General
Meeting 10:00
General Meeting of Digicore Shareholders to be Wednesday,
held at 10:00 on 2 September
Results of General Meeting released on SENS on Wednesday,
2 September
Results of General Meeting published in the Thursday,
South African press on 3 September
If the Scheme is approved by Digicore
Shareholders at the General Meeting:
Last date for Digicore Shareholders who voted Wednesday,
against the Scheme to require Digicore to seek 9 September
court approval for the Scheme in terms of
section 115(3)(a) of the Companies Act (where
applicable) on
Last date for Digicore Shareholders who voted Wednesday,
against the Scheme to apply to court for leave 16 September
to apply for a review of the Scheme in terms
of section 115(3)(b) of the Companies Act on
Last date for Digicore to send objecting Wednesday,
Digicore Shareholders notices of the adoption 16 September
of the Scheme Resolution, in accordance with
section 164(4) of the Companies Act, on
Action
The following dates assume that the Scheme
becomes unconditional and that neither court
approvals nor the review of the Scheme is
required and will be confirmed in the
finalisation announcement if the Scheme
becomes unconditional:
Scheme Finalisation Date expected to be on or Wednesday,
about 30 September
Scheme Finalisation Date announcement expected Wednesday,
to be released on SENS on or about 30 September
Scheme Finalisation Date announcement expected Thursday,
to be published in the South African press on 1 October
or about
Scheme LDT expected to be on or about Friday,
9 October
Trading in Digicore Shares on the JSE Monday,
suspended from commencement of trade on or 12 October
about
Scheme Consideration Record Date to be Friday,
recorded in the Register in order to receive 16 October
the Scheme Consideration expected to be on or
about
Scheme Implementation Date expected to be on Monday,
or about 19 October
Scheme Consideration payment expected to take Monday,
place on or about 19 October
Termination of listing of Digicore Shares from Tuesday,
the JSE at commencement of trade on or about 20 October
Notes:
1. The above dates and times are subject to such changes as
may be agreed to by Digicore and Novatel Wireless and
approved by the Takeover Panel and/or the JSE, if required.
If the Conditions are not fulfilled or waived by Wednesday,
30 September 2015 (or if the Conditions are fulfilled or
waived before that date), an updated timetable will be
released on SENS and published in the South African press.
2. Digicore Shareholders should note that, as trade in
Digicore Shares on the JSE is settled in the electronic
settlement system used by Strate, settlement of trades
takes place 5 Business Days after the date of such trades.
Therefore, Digicore Shareholders who acquire Digicore
Shares on the JSE after Friday, 21 August 2015, being the
last day to trade in Digicore Shares so as to be recorded
in the Register on the Scheme Voting Record Date, will not
be entitled to vote at the General Meeting.
3. Digicore 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.
4. The exercise of Appraisal Rights may result in changes to
the above salient dates and times and Digicore Shareholders
will be notified separately of the applicable dates and
times resulting from any such changes.
5. Digicore Shareholders who wish to exercise their right in
terms of section 115(3) of the Companies Act, to require
the approval of a court for the Scheme, should refer to
Annexure 5 to the Circular which includes an extract of
section 115 of the Companies Act. Should Digicore
Shareholders exercise their rights in terms of section
115(3) of the Companies Act, the dates and times set out
above will not be relevant. Digicore Shareholders will be
notified separately of the applicable dates and times under
this process.
6. Dematerialised Digicore Shareholders, other than those with
Own-Name Registration, must provide their CSDP or Broker
with their instructions for voting at the General Meeting
by the cut-off time and date stipulated by their CSDP or
Broker in terms of the Custody Agreements between them and
their CSDP or Broker.
7. No dematerialisation or rematerialisation of Digicore
Shares may take place from the commencement of business on
the Business Day following the Scheme LDT. The Scheme LDT
is expected to be on Friday, 9 October 2015.
8. If the General Meeting is adjourned or postponed, the above
dates and times will change, but the Forms of Proxy
submitted for the initial General Meeting will remain valid
in respect of any adjournment or postponement of the
General Meeting.
9. 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 Act, the
Companies Regulations and the JSE Listings Requirements,
where applicable, and any such consents or dispensations
must be specifically applied for and granted.
10. All times referred to in this announcement are references
to South African Standard Time.
5. COPIES OF THE CIRCULAR
Copies of the Circular will be available for inspection by
Digicore Shareholders during normal business hours at the
registered office of Digicore at the Digicore Building, Regency
Office Park, 9 Regency Drive, Route 21 Corporate Park, Irene
Extension 30, Centurion, South Africa, and at the offices of
Digicore’s Transaction Adviser and Sponsor (PSG Capital
Proprietary Limited) at 1st Floor, Ou Kollege, 35 Kerk Street,
Stellenbosch, 7600 and at 1st Floor, Building 8, Inanda Greens
Business Park, 54 Wierda Road West, Wierda Valley, Sandton, and
at the offices of Novatel Wireless at 9645 Scranton Road, San
Diego, California, 92121, United States of America from today,
31 July 2015 up to and including Wednesday, 2 September 2015,
being the date of the General Meeting.
Centurion
31 July 2015
PSG Capital Proprietary Limited: Transaction Advisor and Sponsor to
Digicore
Cliffe Dekker Hofmeyr: Legal Advisor to Digicore
Read Hope Philips Thomas & Cadman Inc: Legal Advisors to Novatel
Wireless in South Africa
Paul Hastings LLP: Legal Advisor to Novatel Wireless in the United
States
Date: 31/07/2015 08:02:00 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,
information disseminated through SENS.
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