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AMALGAMATED ELECTRONIC CORP LIMITED - Stellar / Amecor - Update to the Salient Dates in Respect of the Scheme

Release Date: 16/09/2016 08:50
Code(s): AER SCP     PDF:  
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Stellar / Amecor - Update to the Salient Dates in Respect of the Scheme

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”)


UPDATE TO THE SALIENT DATES IN RESPECT OF THE SCHEME


Further to the “Posting of Combined Offer Circular to Amecor Shareholders and Notice of Scheme
Meeting” announcement released on the Stock Exchange News Service (“SENS”) on 14 September 2016,
shareholders of Amecor (“Shareholders”) and Stellar Capital are advised that the expected
timetable of all salient dates pertaining to the Scheme, as contained in the Circular, is 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
Notice convening Scheme Meeting published in the South African press     Thursday, 15 September
Last day to trade in Amecor 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
Last date and time for Shareholders to give notice to Amecor objecting
to the Scheme Meeting in terms of section 164 of the Companies Act
by 10:00 on                                                               Wednesday, 12 October
Scheme Meeting to be held at 10:00 on                                     Wednesday, 12 October
Results of Scheme Meeting released on SENS                                Wednesday, 12 October
Results of Scheme Meeting published in the South African press             Thursday, 13 October

If the Scheme is approved by Shareholders at the Scheme Meeting

Last day for the Shareholders who voted against the Scheme to require
Amecor to seek court approval for the Scheme in terms of section
115(3)(a) of the Companies Act, if at least 15% of the total votes
of Shareholders at the Scheme Meeting were exercised against the Scheme   Wednesday, 19 October

Last day for Amecor to send notice of adoption of Special Resolution
to Dissenting Shareholders, in accordance with section 164(4) of the
Companies Act                                                             Wednesday, 26 October

Last day for a Shareholder who voted against the Scheme to apply to
court for leave to apply to court for a review of the Scheme in terms
of section 115(3)(b) of the Companies Act                                 Wednesday, 26 October

The following dates assume that no court approval or review of the Scheme is required and will
be confirmed in the finalisation announcement if the Scheme becomes unconditional:

Finalisation announcement expected to be released on SENS                   Tuesday, 1 November
Finalisation announcement expected to be published in the
South African press                                                       Wednesday, 2 November
Expected last day to trade in Amecor shares in order to be recorded in
the Register on the Scheme Record Date (Scheme Last Day to Trade)           Tuesday, 8 November
Expected date of suspension of listing of Amecor shares on the JSE        Wednesday, 9 November
Election period for the Scheme closes at 12h00 on (see note 6 below)        Friday, 11 November
Expected Scheme Record Date on which Shareholders must be recorded in 
the Register to receive the Scheme Consideration based on the elections
made by the Scheme Participants                                             Friday, 11 November
Expected Operative Date of the Scheme                                       Monday, 14 November
Scheme Consideration will be sent by EFT or by cheque to Certificated
Shareholders who have lodged their Form of Election, Surrender and
Transfers (pink) with the Transfer Secretary on or prior to 12:00 on
the Scheme Record Date on or about                                          Monday, 14 November
Dematerialised Scheme Participants expected to have their accounts
with their CSDP or broker credited with the Scheme Consideration on
or about                                                                    Monday, 14 November
Expected termination of listing of Amecor shares at commencement of
trade on the JSE                                                           Tuesday, 15 November

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.
5.  If the Scheme Meeting is adjourned or postponed, Forms of Proxy submitted for the initial
    Scheme Meeting will remain valid in respect of any adjournment or postponement of the Scheme
    Meeting.
6.  Dematerialised Shareholders are required to notify their duly appointed CSDP or broker of
    their election in accordance with the custody agreement entered into between them and their
    CSDP or broker in the manner and time stipulated therein. The CSDP or broker must, in turn,
    make the election on such Dematerialised Shareholder’s behalf, by no later than the
    designated date and time set out above, as to the form of the Scheme Consideration selected.
    Certificated Shareholders are required to have completed the attached Form of Election,
    Surrender and Transfer (pink) in accordance with its instructions and returned it, together
    with the relevant Documents of Title, to the Transfer Secretaries, to be received by no
    later than the designated time and date set out above.
7.  Shareholders should note that as transactions in Amecor shares are settled in the electronic
    settlement system used by Strate, settlement of trades takes place three Business Days
    after such trade. Therefore persons who acquire Amecor shares after the Voting Last Day to
    Trade (i.e. 4 October 2016) will not be eligible to vote at the Scheme Meeting, but will,
    provided the Scheme is approved and they acquire the Shares on or prior to the Scheme Last
    Day to Trade (expected to be 8 November 2016), participate in the Scheme (i.e. sell their
    Amecor shares to Stellar Capital, or its nominee in accordance with the Scheme for the
    Scheme Consideration)
8.  The salient dates and times assume that approval from the Competition Commission is obtained
    prior to the finalisation announcement on 1 November 2016.


Johannesburg
16 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: 16/09/2016 08:50:00 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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