Wrap Text
Stellar/Cadiz - Joint announcement re distribution of circular and notice of general meeting
STELLAR CAPITAL PARTNERS LIMITED CADIZ HOLDINGS LIMITED
(Incorporated in the Republic of (Incorporated in the Republic of
South Africa) South Africa)
(Registration number (Registration number
1998/015580/06) 1997/007258/06)
Share code: SCP Share code: CDZ
ISIN: ZAE000198586 ISIN: ZAE000017661
(“Stellar”) (“Cadiz”)
JOINT ANNOUNCEMENT IN RESPECT OF THE PROPOSED OFFER BY STELLAR TO CADIZ
SHAREHOLDERS: DISTRIBUTION OF COMBINED CIRCULAR, NOTICE OF GENERAL
MEETING AND IMPORTANT DATES AND TIMES
1. INTRODUCTION
1.1 Shareholders are referred to the joint announcement published on
SENS by Stellar and Cadiz on 19 June 2015 (the “Firm Intention
Announcement”) and the subsequent announcements on 9 July 2015 and
6 August 2015 regarding the firm intention by Stellar, acting
through Bidco, to make an offer to acquire 100% of the total
issued ordinary shares in Cadiz (excluding 12 073 989 treasury
shares held by a subsidiary of Cadiz), by way of the Scheme, or if
the Scheme is not proposed or fails and Stellar so elects, by way
of the General Offer.
1.2 Subject to paragraph 8 below, all terms defined in the Firm
Intention Announcement shall bear the same meaning in this
announcement.
2. TERMINATION OF LISTING OF CADIZ
2.1 The listing of the total issued shares of Cadiz will be terminated
from the Main Board of the JSE pursuant to (i) the implementation
of the Scheme or (ii) if the Scheme fails and Stellar elects to
make the General Offer, the approval of an ordinary resolution to
be proposed at the general meeting of Cadiz shareholders (as
referred in paragraph 7 below) to approve such delisting in terms
of section 1.14(a) of the JSE Listings Requirements.
2.2 In terms of section 1.15 of the JSE Listings Requirements, the
votes of any controlling shareholder, its associates and any party
acting in concert will not be taken into account in determining the
results of the voting on the Delisting Resolution. Cadiz does not
have any controlling shareholders.
3. INDEPENDENT EXPERT
3.1 The Independent Expert has advised the Independent Board that it
has considered the terms and conditions of the Scheme and the
General Offer and is of the opinion that:
3.1.1 with regards to the Scheme:
- the Offer Consideration consisting of Stellar Shares (on
the basis referred in paragraph 1.4 of the Firm Intention
Announcement) is fair and reasonable to Cadiz shareholders;
and
- the Offer Consideration consisting of Bidco Shares (on the
basis referred in paragraph 1.4 of the Firm Intention
Announcement) in settlement of the Offer Consideration is
unfair and unreasonable to Cadiz shareholders; and
3.1.2 with regards to the General Offer, the Offering
Consideration consisting of Stellar Shares (on the basis
referred in paragraph 1.4 of the Firm Intention Announcement)
in settlement of the General Offer consideration is fair and
reasonable to Cadiz shareholders from a Companies Act
perspective and in relation to the Delisting from a JSE
Listings Requirements perspective.
3.2 The text of the letter from the Independent Expert is included in
the Circular.
3.3 The Independent Board, after due consideration of the report of
the Independent Expert, concurs with the findings of the
Independent Expert and recommends that Cadiz Shareholders:
3.3.1 vote in favour of (i) the Scheme and (ii) the Delisting
Resolution (to the extent applicable);
3.3.2 based on the Independent Expert’s opinion referred in
paragraph 3.1.1 above, accept the Stellar Shares, and not the
Bidco Shares (on the basis referred in paragraph 1.4 of the
Firm Intention Announcement) in settlement of the Offer
Consideration; and
3.3.3 accept the General Offer (if applicable).
4. CONDITIONS PRECEDENT
The implementation of the Proposed Offer was, as set out in the
Firm Intention Announcement, subject to the fulfilment or waiver
(as the case may be) of certain conditions. Shareholders are
referred to the Circular for further details of the conditions that
remain outstanding.
5. IRREVOCABLE UNDERTAKINGS
5.1 Stellar has received irrevocable undertakings from the following
Cadiz shareholders to vote in favour of the Scheme and to elect to
receive Bidco Shares as Offer Consideration, or, if the Scheme
fails, the Delisting Resolution and if made, to accept the General
Offer, in respect of their entire shareholding in Cadiz, to the
extent they are permitted to do so in terms of the Companies
Regulations and the Listings Requirements of the JSE:
Delisting
Scheme Resolution
% of
% of issued
total share % of issued
issued capital of share
share Cadiz capital of
capital prior to Cadiz prior
Total of Cadiz the to the
number of prior to Proposed Proposed
Cadiz the Offer Offer
shares Proposed eligible eligible to
Cadiz shareholder held Offer* to vote* vote*
Friedshelf 1638 54 123
(Pty) Ltd 233 23.15% 28.00% 23.15%
Stellar 40 451
754 17.31% -^ 17.31%
Makana Financial 34 416
Services 502 14.72% 17.80% 14.72%
Oxio Limited 12 473
748 5.34% 6.45% 5.34%
Foxglove Capital
Resources Limited 12 000
000 5.13% 6.21% 5.13%
Cadiz Holdings
Limited Employee
Share Trust 5 912 964 2.53% 3.06% 2.53%
Nedbank Investment
Advisers (Pty) Ltd#
4 065 251 1.74% 2.10% 1.74%
Fahnsworth
Consultants Limited
4 000 000 1.71% 2.07% 1.71%
E Jones 2 706 379 1.16% 1.40% 1.16%
Cadiz Black
Economic
Empowerment Trust
583 178 0.25% 0.30% 0.25%
Total 170 733
009 73.04% 67.40% 73.04%
* Excluding Excluded Shares
^ Stellar is not eligible to vote on the Scheme
# Irrevocable undertaking does not include an election to receive
Bidco Shares as Offer Consideration
5.2 In terms of section 115(4) of the Companies Act, Stellar’s Cadiz
Shares will be excluded from calculating the percentage of voting
rights: (i) required to be present in determining whether the
applicable quorum requirements are satisfied, or (ii) required to
be voted in support of the resolution to approve the Scheme at the
Cadiz General Meeting. Accordingly, Stellar’s Cadiz Shares have
been excluded from the calculation of the total “% of issued share
capital of Cadiz prior to the Proposed Offer eligible to vote”
column in paragraph 5.1 above.
6. DISTRIBUTION OF THE CIRCULAR
Shareholders are advised that the Circular setting out the terms of
the Proposed Offer and incorporating, inter alia, a prospectus
issued by Bidco in terms of section 100 of the Companies Act and
Companies Regulations 51 to 79 (as registered by the Companies and
Intellectual Property Commission on Friday, 28 August 2015) and a
notice convening the Cadiz General Meeting (the “Notice”) will be
posted to Cadiz shareholders on 31 August 2015.
7. NOTICE CONVENING THE CADIZ GENERAL MEETING
The Cadiz General Meeting will be held at 10:00 on Tuesday, 29
September 2015 at the registered office of Cadiz at 4th Floor, The
Terraces, 25 Protea Road, Claremont, Cape Town for the purpose of
considering and, if deemed fit, passing with or without
modification, the resolutions set out in the Notice.
8. IMPORTANT DATES AND TIMES IN RESPECT OF THE PROPOSED OFFER
The important dates and times in respect of the Proposed Offer are
set out below. Words and expressions in this timetable and the
notes thereto shall have the same meanings as assigned to them in
the Circular:
Action 2015
Record date to determine which Cadiz Friday, 21 August
Shareholders are entitled to receive the
Circular
Posting of the Circular to Cadiz Shareholders Monday, 31 August
and notice convening Cadiz General Meeting
released on SENS
Notice convening Cadiz General Meeting Tuesday, 1 September
published in the South African press
Last day to trade in Cadiz Shares in order to Friday, 11 September
be recorded on the Register on the Voting
Record Date (Voting Last Day to Trade)
Voting Record Date in respect of being Friday, 18 September
eligible to vote at the Cadiz General Meeting
Forms of proxy to be received by 10:00 Friday, 25 September
Last date and time for Offer Shareholders to Tuesday, 29 September
give notice, in terms of section 164 of the
Companies Act, to Cadiz objecting to the
Scheme by 10:00
Cadiz General Meeting to be held at 10:00 Tuesday, 29 September
Results of Cadiz General Meeting released on Tuesday, 29 September
SENS
Timetable if the Scheme is approved (certain dates will be confirmed
in the finalisation announcement once the Scheme becomes
unconditional):
Action 2015
Last date on which Cadiz Shareholders who Tuesday, 6 October
voted against the Scheme can require Cadiz to
seek court approval for the Scheme in terms of
section 115(3)(a) of the Companies Act (if
applicable)
Last date on which Cadiz Shareholders who Tuesday, 13 October
voted against the Scheme can make application
to the court in terms of section 115(3)(b) of
the Companies Act
Last date for Cadiz to send objecting Offer Tuesday, 13 October
Shareholders who voted against the Scheme
notice of the adoption of the Special
Resolution approving the Scheme, in terms of
section 164 of the Companies Act
Last day for Offer Shareholders who validly Tuesday, 10 November
exercised their appraisal rights to demand
that Cadiz acquires his Offer Shares at fair
value, in terms of section 164 of the
Companies Act
The following dates assume that all the Scheme Conditions have been
fulfilled or waived (where capable of waiver), save for the Scheme
Condition in respect of receipt of unconditional approval from the
TRP in terms of a compliance certificate or exemption to be issued
in terms of the Companies Act in relation to the Scheme, and that
neither court approvals nor the review of the Scheme is required.
These dates will be confirmed in the finalisation announcement if
the Scheme becomes unconditional.
Expected date for receipt of compliance Wednesday, 14 October
certificate from TRP
Finalisation announcement expected to be Wednesday, 14 October
released on SENS
Finalisation announcement expected to be Thursday, 15 October
published in the South African press
Application for the termination of the listing Thursday, 15 October
of all the Cadiz Shares from the Main Board of
the JSE expected to be lodged
Expected last day to trade in Cadiz Shares in Friday, 23 October
order to be recorded on the Register on the
Scheme Record Date (Scheme Last Day to Trade)
Expected date of the suspension of listing of Monday, 26 October
Cadiz Shares on the JSE
Expected Scheme Record Date on which Cadiz Friday, 30 October
Shareholders must be recorded in the Register
to receive the Scheme Consideration
Expected Scheme Operative Date Monday, 2 November
Expected date of settlement of Scheme Monday, 2 November
Consideration to Scheme Participants who hold
Certificated Cadiz Shares (if the Form of
Election, Surrender and Transfer and Documents
of Title are received on or prior to 12:00 on
the Scheme Record Date)
Expected date of updating the accounts of Monday, 2 November
Scheme Participants who hold Dematerialised
Cadiz Shares at their CSDP or broker
Expected termination of listing of Cadiz Tuesday, 3 November
Shares at commencement of trade on the JSE
Timetable if the Scheme is not approved:
If the Scheme fails, Stellar will be entitled to elect to make the
General Offer to the Offer Shareholders (other than Stellar) within
one Business Day after the Scheme has failed, by announcing its
election on SENS. The following dates in respect of the General
Offer will be confirmed in an announcement post failure of the
Scheme:
Action 2015
Cadiz General Meeting to be held at 10:00 Tuesday, 29 September
Results of Cadiz General Meeting and Stellar’s Tuesday, 29 September
election to make the General Offer released on
SENS
Expected date of opening of General Wednesday, 30 September
Offer General Offer Opening Date)
Expected date for receipt of compliance Wednesday, 14 October
certificate from TRP
Finalisation announcement expected to be Wednesday, 14 October
released on SENS
Finalisation announcement expected to be Thursday, 15 October
published in the South African press
Expected last day to trade to take up the Friday, 6 November
General Offer
Cadiz Shares trade “ex” the General Offer Monday, 9 November
Expected General Offer Record Date Friday, 13 November
Expected General Offer Closing Date at 12:00 Friday, 13 November
Expected General Offer Settlement Date (see Monday, 16 November
note 10)
Notes:
1. All dates and times in respect of the Scheme are subject to
change by mutual agreement between Cadiz and Stellar and the
approval of the JSE and the TRP and may be subject to certain
regulatory approval(s) including, but not limited to, that of
the Competition Authorities, being granted. Any change will be
released on SENS and published in the South African press.
2. 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 the time periods which may be
required in terms of the Takeover Regulations, where
applicable, and any such consent or dispensation must be
specifically applied for and approved by the TRP.
3. Cadiz Shareholders are referred to paragraph 7 of the Circular
(which contains a summary of Dissenting Shareholders’ appraisal
rights in respect of the Scheme) regarding rights afforded to
the Cadiz Shareholders, the exercise of which may affect the
timing regarding the implementation of the Scheme.
4. Cadiz Shareholders should note that as transactions in shares
are settled in the electronic settlement system used by Strate,
settlement of trades takes place five Business Days after such
trade. Therefore, persons who acquire Cadiz Shares after the
Voting Last Day to Trade (i.e. Friday, 11 September 2015), will
not be eligible to vote at the Cadiz General Meeting, but will,
provided the Scheme is approved and they acquire the Cadiz
Shares on or prior to the Scheme Last Day to Trade (expected to
be Friday, 23 October 2015), participate in the Scheme (i.e.
sell their Cadiz Shares to Stellar in accordance with the
Scheme for the Scheme Consideration).
5. A Cadiz Shareholder may submit a proxy at any time before the
commencement of the Cadiz General Meeting (or any adjournment
of the Cadiz General Meeting) or hand it to the chairman of the
Cadiz General Meeting before the appointed proxy exercises any
of the relevant Cadiz Shareholders’ rights at the Cadiz General
Meeting (or any adjournment of the Cadiz General Meeting),
provided that should a Cadiz Shareholder lodge a form of proxy
with the Transfer Secretaries less than 48 hours before the
Cadiz General Meeting, such Cadiz Shareholder will also be
required to furnish a copy of such form of proxy to the
chairman of the Cadiz General Meeting before the appointed
proxy exercises any of such Cadiz Shareholder’s rights at the
Cadiz General Meeting (or any adjournment of the Cadiz General
Meeting).
6. If the Cadiz General Meeting is adjourned or postponed, forms
of proxy submitted for the initial Cadiz General Meeting will
remain valid in respect of any adjournment or postponement of
the Cadiz General Meeting.
7. All times given in the Circular are local times in South
Africa.
8. If the Scheme is approved by the requisite majority, share
certificates may not be dematerialised or rematerialised after
the Scheme Last Day to Trade.
9. No dematerialisation or rematerialisation of Cadiz Shares may
take place from the commencement of business on the Business
Day following the Scheme Last Day to Trade. The Scheme Last Day
to Trade is expected to be on Friday, 23 October 2015.
10.In the event that the Scheme fails and Stellar elects to make
the General Offer, the General Offer Consideration will be
settled every six Business Days from the date of receipt of the
General Offer Form until the General Offer Closing Date. Such
settlement will only be effected once the General Offer has
become unconditional, which date will be announced on SENS.
9. RESPONSIBILITY STATEMENTS
9.1 The Independent Board
The Independent Board, insofar as any information in this
announcement relates to Cadiz, collectively and individually
accept responsibility for the information contained in this
announcement and confirm that, to the best of their knowledge and
belief, such information which relates to Cadiz is true and the
announcement does not omit anything likely to affect the
importance of such information.
9.2 Board of directors of Stellar
The board of directors of Stellar (all members of which are deemed
to be independent), insofar as any information in this
announcement relates to Stellar, collectively and individually
accept responsibility for the information contained in this
announcement and confirm that, to the best of their knowledge and
belief, such information which relates to Stellar is true and the
announcement does not omit anything likely to affect the
importance of such information.
Johannesburg
31 August 2015
Corporate Finance Adviser and Sponsor to Stellar: Stellar Advisers
Proprietary Limited
Sponsor to Cadiz: Investec Bank Limited
Legal Advisers to Cadiz: Cliffe Dekker Hofmeyr Incorporated
Independent Expert: PSG Capital Proprietary Limited
Date: 31/08/2015 02:30:00 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.