Extension of long stop date, waiver of conditions precedent by Traxys and revised timetable
Metmar Limited Traxys Africa Proprietary Limited
(Incorporated in the Republic of South Africa) (Incorporated in the Republic of South Africa)
(Registration number 1998/007269/06) (Registration number 1992/002255/07)
JSE Share Code: MML ISIN: ZAE000078747 ("Traxys")
EXTENSION OF LONG STOP DATE, WAIVER OF CONDITIONS PRECEDENT BY
TRAXYS AND REVISED TIMETABLE
1. EXTENSION OF LONG STOP DATE, WAIVER OF CONDITIONS PRECEDENT BY TRAXYS
AND REVISED TIMETABLE
Metmar shareholders are referred to the announcement released on SENS on Tuesday, 15
September 2015 advising of a further postponement of the finalisation announcement relating
to the cash offer by Traxys to acquire all the issued shares of Metmar by way of a scheme of
arrangement in terms of section 114 of the Companies Act 71 of 2008, as amended, (the
Metmar shareholders are advised that Traxys has exercised its right to extend the date by
which certain of the conditions precedent to the Scheme are required to be fulfilled or waived
from 30 September 2015 to 30 October 2015 (“Long Stop Date”).
Metmar shareholders are further advised that Traxys has waived all the conditions precedent to
the Scheme which have not yet been fulfilled, and which are capable of waiver by Traxys.
The only remaining conditions precedent to be fulfilled for the Scheme to become unconditional
are thus receipt of JSE approval for the delisting of Metmar's shares and the issue of a
compliance certificate by the Takeover Regulation Panel in relation to the Scheme. These
conditions are expected to be fulfilled by Friday, 9 October 2015.
Metmar shareholders are therefore advised of the revised important dates and times pertaining
to the Scheme as set out below:
Expected Scheme finalisation date Friday, 9 October
Finalisation announcement expected to be released on SENS Friday, 9 October
Finalisation announcement expected to be published in the South Monday, 12 October
Expected last day to trade in order to be recorded in the securities Friday, 16 October
register of Metmar on the Scheme record date
Suspension of trading on the JSE expected from the Monday, 19 October
commencement of trade
Expected Scheme record date on which shareholders must be Friday, 23 October
recorded in the securities register of Metmar to receive the
Expected Scheme implementation date Monday, 26 October
Scheme consideration expected to be posted/paid to Scheme Monday, 26 October
participants holding certificated shares (provided their forms of
surrender and transfer are received on or prior to 12:00 on the
Scheme record date)
CSDP or broker accounts of Scheme participants holding Monday, 26 October
dematerialised shares expected to be credited with the Scheme
Expected termination of listing on the JSE at the commencement Tuesday, 27 October
1. All dates and times indicated are South African dates and times.
2. Shares may not be dematerialised or rematerialised after the last day to trade.
2. TRAXYS RESPONSIBILITY STATEMENT
Traxys (to the extent that the information relates to Traxys) accepts responsibility for the
information contained in this announcement and, to the best of its knowledge and belief,
confirms that the information is true and this announcement does not omit anything likely to
affect the importance of the information included.
3. INDEPENDENT BOARD RESPONSIBILITY STATEMENT
The independent board of Metmar established to consider the Scheme (to the extent that the
information relates to Metmar) accepts responsibility for the information contained in this
announcement and, to the best of its knowledge and belief, confirms that the information is true
and this announcement does not omit anything likely to affect the importance of the information
30 September 2015
Investment bank, corporate advisor and sponsor to Metmar: Nedbank CIB
Legal advisor to Metmar: Webber Wentzel
Legal advisor to Traxys: Edward Nathan Sonnenbergs Incorporated
Date: 30/09/2015 03:40:00 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.
Email this JSE Sens Item to a Friend.