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AMALGAMATED/STELLAR CAPITAL-Posting of Combined Offer Circular to Amecor Shareholders and Notice of Scheme Meeting
Stellar Capital Partners Limited Amalgamated Electronic Corporation Limited
(Incorporated in the Republic of South (Incorporated in the Republic of South
Africa) Africa)
(Registration number 1998/015580/06) (Registration number 1997/010036/06)
Share code: SCP Share Code: AER
ISIN: ZAE000198586 ISIN: ZAE000070587
(“Stellar Capital”) (“Amecor”)
POSTING OF COMBINED OFFER CIRCULAR TO AMECOR SHAREHOLDERS AND NOTICE OF SCHEME MEETING
1 INTRODUCTION
Shareholders are referred to the joint Firm Intention Announcement released on the Stock Exchange
News Service (“SENS”) on 11 August 2016 (“Firm Intention Announcement”) (and using the terms
defined therein unless otherwise stated) in which Shareholders were informed that Stellar
Capital or its Nominee, had made an offer to acquire all the shares in Amecor (excluding the
right to receive the Secequip Distributions) for the Scheme Consideration in terms of which
Shareholders can elect to receive either:
- a cash consideration of R3.80 per Scheme Share; or
- a share consideration of 2 new Stellar Capital Shares for every 1 Scheme Share; or
- a combination of the Cash Consideration and the Share Consideration.
2 POSTING OF COMBINED OFFER CIRCULAR
Further to the Firm Intention Announcement, an extension was granted by the Takeover Regulation
Panel for the posting of the combined Scheme circular (“Circular”). Shareholders are advised
that the Circular to Amecor shareholders, containing full details of the Scheme, has been posted
today, 14 September 2016.
The Circular can also be accessed on the website of Amecor, www.amecor.com, as well as on that
of Stellar Capital, www.stellarcapitalpartners.co.za.
3 NOTICE OF SCHEME MEETING
Notice is hereby given that a meeting of Shareholders of Amecor will be held at 10:00 on
Wednesday, 12 October 2016 at Amecor House, 14 Richard Road, Industria North, 1709, for the
purpose of considering, and, if deemed fit, passing, with or without modification, the
resolutions set out in the notice convening the Scheme Meeting.
4 SALIENT DATES
The salient dates pertaining to the Scheme, also contained in the Circular, are set out in the
table below.
Item 2016
Record date for Shareholders to be recorded in the Register in order
to be entitled to receive the Circular Friday, 9 September
Posting of the Circular to Shareholders and notice of Scheme meeting
released on SENS Wednesday, 14 September
Last day to trade in Shares in order to be recorded in the Register
on the Voting Record Date Tuesday, 4 October
Voting Record Date for Shareholders to be recorded in the Register
in order to be eligible to vote at the Scheme Meeting Friday, 7 October
Forms of Proxy to be received by the Transfer Secretaries by 10:00
on Monday, 10 October
Scheme Meeting to be held at 10:00 on Wednesday, 12 October
Results of Scheme Meeting released on SENS Wednesday, 12 October
Notes
1. All times indicated in this announcement are local times in South Africa.
2. The dates and times indicated in the table above are subject to change. Any such changes
will be released on SENS and in the press.
3. If the Scheme becomes operative, Share certificates may not be dematerialised or
rematerialised after the Scheme Last Day to Trade.
4. A Shareholder may submit a Form of Proxy at any time before the commencement of the Scheme
Meeting (or any adjournment of the Scheme Meeting) or hand it to the chairman of the Scheme
Meeting before the appointed proxy exercises any of the relevant Shareholder’s rights at
the Scheme Meeting (or any adjournment of the Scheme Meeting), provided that should a
Shareholder lodge a Form of Proxy with the Transfer Secretaries less than 48 hours (excluding
Saturdays, Sundays and official public holidays) before the Scheme Meeting.
Cape Town and Johannesburg
14 September 2016
Financial adviser and sponsor to Stellar Capital
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Corporate adviser and sponsor to Amecor
Merchantec Capital
Date: 14/09/2016 05:25:00 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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