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Posting of Circular and Notice Convening the Scheme Meeting
MASTER PLASTICS LIMITED
Incorporated in the Republic of South Africa
(Registration number 2016/323930/06)
Share code: MAP ISIN: ZAE000242921
("Master Plastics" or "Company")
POSTING OF CIRCULAR AND NOTICE CONVENING THE SCHEME MEETING
1. INTRODUCTION
Shareholders are referred to the joint announcement by Master Plastics, MCGF II Partnership and MCGF II
Investments released on SENS on 7 November 2018 and published in the South African press on 8 November
2018 (“Firm Intention Announcement”) (and using the terms defined therein unless otherwise stated)
regarding the terms on which the Offerors have made an Offer to acquire all of the Scheme Shares, being a
total of 104,933,212 Shares (which excludes those Shares held by Diedloff), less any Shares held by the
Dissenting Shareholders, subject to the applicable provisions of section 164 of the Companies Act, by way of a
scheme of arrangement in terms of section 114 of the Companies Act.
Shareholders are hereby advised that the Circular providing them with the relevant information regarding the
Scheme and incorporating, inter alia, a notice convening a meeting of the Shareholders ("Scheme Meeting")
was posted to Shareholders today, 21 November 2018. The Circular is also available on the Master Plastics
website (www.masterplasticsgroup.com).
2. NOTICE CONVENING THE SCHEME MEETING
Notice is hereby given that the Scheme Meeting will be held at 10:00 on Thursday, 20 December 2018 at the
registered office of the Company at 1410 Eglin Office Park, 14 Eglin Road, Sunninghill, Johannesburg, 2191, 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.
3. IRREVOCABLE UNDERTAKINGS
Following publication of the Firm Intention Announcement and as disclosed in the Circular, further
irrevocable undertakings have been received from Shareholders such that to date, Shareholders who
collectively hold in aggregate 74 848 462 Shares, representing 63.69% of all the issued Shares
in the Company as at the date of this announcement have provided irrevocable undertakings to vote in favour of the
Scheme Resolution at the General Meeting or any adjournment thereof, as follows:
Date of Shares Percentage
irrevocable subject to Shareholding
Shareholder undertaking undertaking (%)*
LMCGF 30 October 2018 38 282 784 32.57
Steyn Capital Management Proprietary Limited 31 October 2018 13 298 575 11.31
Element Investment Managers Proprietary Limited 1 November 2018 7 963 429 6.78
Robert van Zyl 31 October 2018 2 797 936 2.38
Asymmetry Asset Management Proprietary Limited 31 October 2018 2 737 639 2.33
Pieter Buitendag 31 October 2018 1 918 161 1.63
Edge Reformation (RF) Proprietary Limited 31 October 2018 1 428 877 1.22
Robin Moore 9 November 2018 913 690 0.78
Salome Ratlhagane 9 November 2018 99 000 0.08
Charline Greeff 9 November 2018 200 000 0.17
Lotter Visser 9 November 2018 179 360 0.15
Louis Saif 9 November 2018 80 715 0.07
Nawaaz Kalick 9 November 2018 62 980 0.05
Kirsten Family Trust 9 November 2018 381 300 0.32
Jeremy Kirsten 9 November 2018 631 000 0.54
Truffle Asset Management Proprietary Limited 16 November 2018 3 873 016 3.30
74 848 462 63.69
* Percentage shareholding has been calculated with reference to all the issued Shares in the Company as at
the date of this announcement.
4. IMPORTANT DATES AND TIMES
The important dates and times relating to the Scheme ("Timetable") are set out below. Words and expressions
in the Timetable and the notes thereto shall have the same meanings as assigned to them in the Circular.
2018
Record date to determine which Shareholders are entitled to receive the
Circular Friday, 16 November
Circular distributed to Shareholders and notice convening the Scheme Meeting
released on SENS on Wednesday, 21 November
Notice convening the Scheme Meeting published in the South African press on Thursday, 22 November
Last day to trade Shares in order to be recorded in the Register to vote at the
Scheme Meeting (see note 2 below) on Tuesday, 11 December
Record date to be eligible to vote at the Scheme Meeting (being the Scheme
Voting Record Date) by close of trade on Friday, 14 December
Last day to lodge Form of Proxy in respect of the Scheme Meeting (green)
with the Transfer Secretaries by 10:00 on (alternatively the Form of Proxy in
respect of the Scheme Meeting (green) may be handed to the chairperson of
the Scheme Meeting immediately before the appointed proxy exercises any of
the Shareholder’s votes at the Scheme Meeting) Tuesday, 18 December
Last date and time for Shareholders to give notice of their objections to the
special resolution approving the Scheme, in terms of section 164(3) of the
Companies Act, by no later than 10:00 on Thursday, 20 December
Scheme Meeting to be held at 10:00 on Thursday, 20 December
Results of the Scheme Meeting released on SENS on Thursday, 20 December
Results of the Scheme Meeting published in the South African press on Friday, 21 December
If the Scheme is approved by Shareholders at the Scheme Meeting:
Last day for Shareholders who voted against the Scheme to require Master
Plastics to seek court approval for the Scheme in terms of section 115(3) of
the Companies Act, if at least 15% of the total votes of shareholders at the
Scheme Meeting were exercised against the Scheme Monday, 31 December
If the Scheme is approved by Shareholders at the Scheme Meeting with
sufficient voting rights such that no Shareholder may require the
Company to obtain Court approval for the Scheme as contemplated in
section 115(3)(a) of the Companies Act:
2019
Last date on which Shareholders can make application to the Court in terms of
section 115(3)(b) of the Companies Act on Tuesday, 8 January
Last date for Master Plastics to give notice of adoption of the special resolution
approving the Scheme to Shareholders objecting to the special resolution, in
terms of section 164(4) of the Companies Act, on Tuesday, 8 January
If no Shareholders exercise their rights in terms of section 115(3)(b) of
the Companies Act:
Finalisation Date in respect of the Scheme expected to be on Tuesday, 22 January
Finalisation Date announcement in respect of the Scheme expected to be
released on SENS by no later than 11:00 on Tuesday, 22 January
Finalisation Date announcement in respect of the Scheme expected to be
published in the South African press on Friday, 25 January
Expected Scheme LDT, being the last day to trade Shares on AltX in order to
be recorded in the Register to receive the Scheme Consideration, on Tuesday, 29 January
Suspension of listing of Shares on AltX expected to take place at the
commencement of trade on Wednesday, 30 January
Expected Scheme Consideration Record Date, being the date on which
Scheme Participants must be recorded in the Register to receive the Scheme
Consideration, by close of trade on Friday, 1 February
Expected date on which the Scheme is implemented Monday, 4 February
Scheme Consideration expected to be paid/posted to Scheme Participants
who are Certificated Shareholders (provided their Forms of Surrender and
Transfer (blue) and Documents of Title are received on or prior to 12:00 on the
Scheme Consideration Record Date) on or about Monday, 4 February
Scheme Participants who are Dematerialised Shareholders expected to have
their accounts (held at their CSDP or broker) credited with the Scheme
Consideration, on or about Monday, 4 February
Termination of listing of Shares on AltX expected to take place at the
commencement of trade on or about Tuesday, 5 February
Notes:
1. All dates and times may be changed by mutual agreement between Master Plastics and the Offerors (subject to the
approval of the JSE and/or the Panel, 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 special resolution required to approve the implementation of the Scheme will be required. Any change in the
dates and times will be released on SENS and published in the South African press.
2. Shareholders should note that, as transactions in Shares are settled in the electronic settlement system used by Strate,
settlement of trades takes place three Business Days after such trade. Therefore, Shareholders who acquire Shares
after close of trade on Tuesday, 11 December 2018 will not be eligible to vote at the Scheme Meeting.
3. All times given in this document are local times in South Africa.
4. Shares may not be dematerialised or rematerialised after the Scheme LDT, which date is expected to be Tuesday,
29 January 2019.
5. If the Scheme is approved by an insufficient number of Scheme Members at the Scheme Meeting so that a Scheme
Member may require Master Plastics to obtain Court approval of the Scheme, as contemplated in section 115(3)(a) of
the Companies Act, and a Scheme Member in fact delivers such a request, the dates and times set out above in
respect of the period after receipt of such request will not be relevant. If this is the case, Shareholders will be notified
separately of the applicable dates and times under this process.
6. If any Scheme Member 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 in respect of the
period of such application will not be relevant. If this is the case, Shareholders will be notified separately of the
applicable dates and times under this process.
7. If the Scheme Meeting is adjourned or postponed, Forms of Proxy in respect of the Scheme Meeting (green) submitted
for the initial Scheme Meeting will remain valid in respect of any adjournment or postponement of the Scheme Meeting.
Johannesburg
21 November 2018
Corporate Adviser and Transaction Sponsor to the Company
Merchantec Capital
Legal Adviser to the Company
Webber Wentzel
Financial and Corporate Adviser to the Offerors
The Standard Bank of South Africa Limited
Independent Expert
Nodus Capital TS Proprietary Limited
Legal Adviser to the Offerors
Cliffe Dekker Hofmeyr Inc
Date: 21/11/2018 05:31:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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