Joint Finalisation Announcement in respect of the Scheme of Arrangement
DIGICORE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/012601/06)
Share code: DGC
("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
JOINT FINALISATION ANNOUNCEMENT IN RESPECT OF THE SCHEME OF
Shareholders of Digicore (“Digicore Shareholders”) are referred
to the announcement released on SENS on 2 September 2015, in
terms of which shareholders were advised that all the proposed
resolutions were passed by the requisite majorities of Digicore
Shareholders in order to implement the scheme of arrangement in
terms of which, if implemented, Novatel Wireless will acquire
all the ordinary shares in Digicore (“Ordinary Shares”), other
than the Ordinary Shares held by any subsidiaries of Digicore
and the Ordinary Shares held by the Digicore Holdings Limited
Share Trust (“Scheme”).
Digicore Shareholders are also referred to the joint
announcement published by Novatel Wireless and Digicore on 31
July 2015, whereby shareholders were advised that a circular
(“the Circular”), setting out the terms and conditions of, inter
alia, the Scheme was distributed to Digicore Shareholders (“the
31 July 2015 Announcement”).
Shareholders are hereby advised that all of the conditions
precedent as set out in Circular (“Scheme Conditions”) have now
been fulfilled or waived and, accordingly, the Scheme has become
2. IMPORTANT DATES AND TIMES
Digicore Shareholders are referred to the table below setting
out important dates and times in relation to the final
implementation of the Scheme. Digicore Shareholders should note
that the important dates and times as set out below differ from
those set out in the Circular and the 31 July 2015 Announcement.
The aforementioned important dates and times have been brought
forward due to the early fulfilment or waiver of 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.
Scheme LDT on Friday,
Trading in Digicore Shares on the JSE Monday,
suspended from commencement of trade on 28 September
Scheme Consideration Record Date to be Friday,
recorded in the Register in order to receive 2 October
the Scheme Consideration on
Scheme Implementation Date on Monday,
Scheme Consideration payment to take place on Monday,
Termination of listing of Digicore Shares from Tuesday,
the JSE at commencement of trade on 6 October
1. No dematerialisation or re-materialisation of Digicore
Shares may take place from the commencement of business on
the Business Day following the Scheme LDT.
2. All times referred to in this announcement are references
to South African Standard Time.
15 September 2015
PSG Capital Proprietary Limited: Transaction Advisor and Sponsor to
Cliffe Dekker Hofmeyr: Legal Advisor to Digicore
Read Hope Phillips Thomas & Cadman Inc: Legal Advisors to Novatel
Wireless in South Africa
Paul Hastings LLP: Legal Advisor to Novatel Wireless in the United
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