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CARGO CARRIERS LIMITED - Distribution of Circular and Notice of General Meeting to Cargo Shareholders

Release Date: 12/11/2018 17:32
Code(s): CRG     PDF:  
 
Wrap Text
Distribution of Circular and  Notice of General Meeting to Cargo Shareholders

CARGO CARRIERS LIMITED                                    CARGO CARRIERS HOLDINGS PROPRIETARY LIMITED
(Incorporated in the Republic of South Africa)            (Incorporated in Republic of South Africa)
(Registration number 1959/003254/06)                      (Registration number 1969/012377/07)
 Share code: CRG ISIN Code: ZAE000001764                  (“CCH”)
(“Cargo” or “the Company”)




DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING TO CARGO SHAREHOLDERS


1.    Introduction

1.1   In the joint Firm Intention Announcement by Cargo and CCH published on the Stock Exchange News Service
      (“SENS”) of the JSE Limited (“JSE”) on 17 October 2018 and in the press on 18 October 2018, shareholders of
      Cargo (“Cargo Shareholders”) were advised that Cargo has received an offer from CCH to acquire 100% of the
      remaining issued ordinary shares of Cargo not already held by CCH (“Offer Shares”), excluding the Cargo Shares
      held by New Seasons Investments Holdings Proprietary Limited (which shares were transferred to its subsidiary,
      New Seasons Equity Fund Proprietary Limited, after the Firm Intention Announcement date), treasury shares held
      by the trustees for the time being of Cargo Carriers Limited Employee Share Incentive Trust and any Cargo shares
      held by persons related to CCH (“the Offer”).

1.2   The Offer, which is subject to the terms of the implementation agreement entered into between Cargo, acting
      through its independent board (“Cargo Independent Board”) and CCH will be implemented by way of:

      1.2.1          a scheme of arrangement (“Scheme”) in terms of section 114 of the Companies Act 71 of 2008, as
                     amended, (“Companies Act”) and paragraph 1.17(b) of the JSE Listings Requirements (“Listings
                     Requirements”), to be proposed by the Cargo Independent Board between Cargo and the holders of
                     the Offer Shares; alternatively, if the Scheme fails,

      1.2.2          a general offer by CCH to the holders of the Offer Shares in terms of section 117(1)(c)(v) of the
                     Companies Act and paragraph 1.15(c) of the Listings Requirements (“Standby Offer”),

      in each case subject to the requirement that the listing of the Cargo shares on the JSE be terminated (“Proposed
      Transaction”).

1.3   Capitalised terms used in this announcement that are not otherwise defined, bear the meaning ascribed to them in
      the Circular (defined in paragraph 2.1 below).

2.    Distribution of the Circular

2.1   The circular setting out the terms and conditions of the Scheme and the Standby Offer (“Circular”), and also
      incorporating a notice of general meeting of Cargo Shareholders, was posted to Cargo Shareholders on Friday, 9
      November 2018.

2.2   Cargo Shareholders are advised to review the Circular for detailed information regarding the Scheme and the
      Standby Offer and related aspects.

2.3   The Circular will be available on Cargo’s website at www.cargocarriers.co.za from 12 November 2018.

3.    Notice of the General Meeting
      The Circular incorporates a notice of a general meeting of Cargo Shareholders to be held at 10h00 on Friday, 7
      December 2018 at the registered office of Cargo, 11A Grace Road, Mountainview, Observatory, Johannesburg
      (“General Meeting”), to consider and, if deemed fit, to pass, with or without modification, the special resolution
      required to approve the Scheme (“Scheme Resolution”), the ordinary resolution required to approve the delisting of
      Cargo from the JSE (“Delisting Resolution”) and the other special and ordinary resolutions set out in the notice of
      General Meeting.

4.    Salient dates and times
      Cargo Shareholders are referred to the table below setting out important dates and times in relation to the Scheme
      or, if the Scheme fails, the Standby Offer.
                                                                                      2018 / 2019
Circular posted to Cargo Shareholders                                          Friday, 9 November


Distribution of the Circular and Notice convening the General Meeting         Monday, 12 November
released on SENS on

Notice of General Meeting published in the South African press on            Tuesday, 13 November


Last day to trade Cargo Shares in order to be recorded in the Register       Tuesday, 27 November
to vote at the General Meeting

Record date to be eligible to vote at the General Meeting, being the          Friday, 30 November
Voting Record Date, by close of trade on

Proxy forms to be lodged at Transfer Secretaries by 10h00 on                Wednesday, 5 December

Last date and time for Cargo Shareholders to give notice to Cargo              Friday, 7 December
objecting, in terms of section 164(3) of the Companies Act, to the
Scheme Resolution for purposes of the Appraisal Rights by 10h00 on


Proxy forms not lodged with Transfer Secretaries to be handed to the           Friday, 7 December
Chairperson of the General Meeting before 10h00

General Meeting of Cargo Shareholders to be held at 10h00 on                   Friday, 7 December

Results of General Meeting released on SENS on                                 Friday, 7 December

Results of General Meeting published in the South African press on            Monday, 10 December

If the Scheme is approved by Cargo Shareholders at the General
Meeting:

Last date for Cargo Shareholders who voted against the Scheme                 Friday, 14 December
Resolution to require Cargo 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 Cargo Shareholders at the General Meeting were
exercised against the Scheme Resolution

Last date on which Cargo Shareholders can make application to the             Friday, 21 December
Court in terms of section 164(3)(b)/164 (3)(b) of the Companies Act


Last date for Cargo to give notice of adoption of the Scheme                  Friday, 21 December
Resolution to Cargo Shareholders objecting to the Scheme Resolution,
in accordance with section 164 of the Companies Act, on

Action
The following dates assume that neither court approval nor the
review of the Scheme is required and will be confirmed in the
finalisation announcement if the Scheme becomes unconditional:

If no Cargo Shareholders exercise their rights in terms of Section
115(3)(a) or 115(3)(b) of the Companies Act:

Scheme Finalisation Date expected to be on                                     Monday, 7 January

Scheme Finalisation Date announcement expected to be released on               Monday, 7 January
SENS on

Scheme Finalisation Date announcement expected to be published in             Tuesday, 8 January
the South African press on
 
Expected Scheme LDT, being the last day to trade Cargo Shares on             Tuesday, 15 January
the JSE in order to be recorded in the Register to receive the Scheme
Consideration, on

Suspension of listing of Cargo Shares on the JSE expected to take          Wednesday, 16 January
place at the commencement of trade on

Scheme Record Date to be recorded in the Register in order to receive         Friday, 18 January
the Scheme Consideration expected to be on or about

Expected Scheme Implementation Date on                                        Monday, 21 January

Scheme Consideration will be sent by EFT or by cheque to Certificated         Monday, 21 January
Shareholders who have lodged their Form of Surrender and Transfer
(blue) with the Transfer Secretaries on or prior to 12:00 on the Scheme
Record Date, on or about

Dematerialised Scheme Participants expected to have their accounts            Monday, 21 January
with their CSDP or Broker credited with the Scheme Consideration on
or about

Expected Delisting of Cargo Shares on the JSE expected to take place         Tuesday, 22 January
at the commencement of trade on or about

Timetable if Scheme Resolution is not approved by Cargo Shareholders


If the Scheme fails and the Delisting Resolution is approved, CCH shall be deemed to have made the Standby
Offer to Cargo Shareholders (other than CCH and the holders of the Excluded Shares). In such event, Cargo
will release an announcement on SENS confirming that the Scheme has failed and that the Standby Offer has
become effective and advising Cargo Shareholders of the salient dates of the Standby Offer.

Results of General Meeting released on SENS on                               Friday, 7 December


Expected date of opening of the Standby Offer (Opening Date) on              Friday, 7 December


Expected Finalisation Announcement published on SENS on                       Friday, 7 January


Expected last day to trade to take up the Standby Offer on                  Tuesday, 15 January


Expected date of the suspension of the listing of Cargo Shares on the     Wednesday, 16 January
JSE on

Expected Standby Offer Record Date on                                        Friday, 18 January


Expected Standby Offer Closing Date at 12h00 on                              Friday, 18 January


Expected Standby Offer Payment Date on or about                              Monday, 21 January


Expected Delisting of the Cargo Shares at commencement of trade on          Tuesday, 22 January
the JSE on

Notes:
(i)   All dates and times may be changed by mutual agreement between CCH and Cargo (subject to the approval
      of the JSE and/or the TRP, if required). The dates have been determined based on certain assumptions
      regarding the date by which certain regulatory approvals will have been obtained and that no Court approval
      or review of the Scheme Resolution will be required. Any change in the dates and times will be released on
      SENS.
(ii)  Cargo Shareholders should note that, as trade in Cargo Shares on the JSE is settled through Strate,
      settlement of trades takes place three Business Days after the date of such trades. Therefore, Cargo
      Shareholders who acquire Cargo Shares on the JSE after the last day to trade in Cargo Shares in order to
      be recorded in the Register on the Voting Record Date will not be entitled to vote at the General Meeting.
(iii) Dematerialised Shareholders, other than those with own name registration, must provide their CSDP or
      Broker with their instructions for voting at the General Meeting by the deadline stipulated by their CSDP or
      Broker in terms of their respective Custody Agreements.
(iv)  No Dematerialisation or re-materialisation of Cargo Shares may take place from the Business Day following
      the Scheme LDT.
(v)   If the Scheme Resolution is opposed by a sufficient number of Voting Shareholders at the General Meeting
      so that a Voting Shareholder may require Cargo to obtain Court approval of the Scheme, as contemplated in
      section 115(3)(a) of the Companies Act, and a Voting Shareholder in fact delivers such a request, the dates
      and times set out above will not be relevant. If this is the case, Cargo Shareholders will be notified separately
      of the applicable dates and times under this process.
(vi)  If any Voting Shareholder who votes against the Scheme exercises its rights in accordance with section
      115(3)(b) of the Companies Act and applies to Court for a review of the Scheme, the dates and times set out
      above will not be relevant. If this is the case, Cargo Shareholders will be notified separately of the applicable
      dates and times under this process.
(vii) 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 time periods which may be required in terms of the Companies
      Regulations, where applicable, and any such consents or dispensations must be specifically applied for and
      granted.
(viii)All times referred to in this Circular are references to South African time.

5.   Copies of the Circular
     Copies of the Circular may be obtained during normal business hours at the registered office of Cargo at 11A Grace
     Road, Mountainview, Observatory, Johannesburg and at the office of Arbor Capital Proprietary Limited at 20 Stirrup
     Lane. Woodmead Office Park Corner Woodmead Drive and Van Reenens Avenue, Woodmead 2191 from Friday,
     9 November 2018 up to and including Friday, 7 December 2018, in the event of the Scheme being approved by the
     Voting Shareholders, or in the event that the Standby Offer is implemented, the Standby Offer Closing Date.

Johannesburg
12 November 2018

Corporate Advisor to                   Legal Advisor to                        Sponsor to
Cargo                                  Cargo                                   Cargo
PricewaterhouseCoopers Corporate       PricewaterhouseCoopers Legal            Arbor Capital Sponsors
Finance Proprietary Limited            Proprietary Limited                     Proprietary Limited


Corporate Advisor to                   Legal Advisor to                        Independent Expert to Cargo
CCH                                    CCH                                     Carriers
Nodus Capital Proprietary Limited      Webber Wentzel                          Mazars Corporate Finance Proprietary Limited
Date: 12/11/2018 05:32:00 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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