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MASTER PLASTICS LIMITED - Posting of Circular and Notice Convening the Scheme Meeting

Release Date: 21/11/2018 17:31
Code(s): MAP     PDF:  
 
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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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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,
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