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MASTER PLASTICS LIMITED - Joint Announcement of an Increased Offer Consideration and Revised Terms of the Offer

Release Date: 30/11/2018 15:52
Code(s): MAP     PDF:  
 
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Joint Announcement of an Increased Offer Consideration and Revised Terms of the Offer

MASTER PLASTICS LIMITED                                    METIER CAPITAL GROWTH FUND II GP
Incorporated in the Republic of South Africa                      PROPRIETARY LIMITED
(Registration number 2016/323930/06)                   Incorporated in the Republic of South Africa
Share code: MAP       ISIN: ZAE000242921                 (Registration number 2014/232895/07)
("Master Plastics")                                (In its capacity as ultimate general partner of the
                                                        Metier Capital Growth Fund II Partnership)
                                                                ("MCGF II Partnership")

                                                                  MCGF II INVESTMENTS
                                                        Incorporated in the Republic of Mauritius
                                                                (Company number 138321)
                                                                ("MCGF II Investments")


JOINT ANNOUNCEMENT OF AN INCREASED OFFER CONSIDERATION AND REVISED TERMS OF THE OFFER TO ACQUIRE 
ALL THE ISSUED ORDINARY SHARES OF MASTER PLASTICS (OTHER THAN CERTAIN EXCLUDED SHARES)


1        INTRODUCTION

         Shareholders of Master Plastics ("Shareholders") are referred to the firm intention announcement
         released on the Stock Exchange News Service ("SENS") of the JSE Limited on 7 November 2018
         and published in the "Business Day" newspaper on 8 November 2018 ("Firm Intention
         Announcement"), as well as:

1.1         the circular dated 21 November 2018 ("Circular") detailing the terms of the offer ("Offer")
            extended by MCGF II Partnership and MCGF II Investments (collectively, the "Offerors") to
            Shareholders to acquire all of the issued ordinary shares of Master Plastics ("Shares") excluding
            those Shares held by Manley Diedloff, being a total of 104,933,212 Shares ("Scheme Shares"), by
            way of a scheme of arrangement ("Scheme") in terms of section 114 of the Companies Act, No.
            71 of 2008 ("Companies Act") between Master Plastics and its Shareholders; and

1.2         the notice convening a general meeting of Shareholders at 10:00 on Thursday, 20 December
            2018 at the registered office of Master Plastics at 1410 Eglin Office Park, 14 Eglin Road,
            Sunninghill, Johannesburg, 2191 ("Scheme Meeting"), to consider and, if deemed fit, to pass,
            with or without modification, the resolutions necessary to implement the Scheme, including a
            special resolution to approve the Scheme as contemplated in section 115(2)(a) of the Companies
            Act ("Scheme Resolution").

2        INCREASED OFFER CONSIDERATION AND REVISED TERMS OF THE OFFER

         In terms of the Circular, the Offerors offered, subject to the fulfilment or waiver of a number of Scheme
         Conditions (as set out in the Circular) which have yet to be fulfilled, to acquire the Scheme Shares
         for a cash consideration of R2.00 per Scheme Share ("Scheme Consideration"). Subsequent to
         the posting of the Circular, the Offerors and Prudential Investment Managers (South Africa)
         Proprietary Limited ("Prudential") have been in discussions, the outcome of which is that the Offerors
         have agreed to, and hereby do, increase the Scheme Consideration payable to all Shareholders for
         their Scheme Shares to R2.20 per Scheme Share ("Increased Scheme Consideration").
         
         The Increased Scheme Consideration represents a significant premium of:

2.1         19% to the closing Share price of ZAR1.85(1) as at 28 November 2018;
                                                                                                     
2.2      39% to the 30-day volume-weighted average trading price per Share of ZAR1.58(1) up to and
         including 28 November 2018; and

2.3      55% to the 90-day volume-weighted average trading price per Share of ZAR1.42(1) up to and
         including 28 November 2018.

         1
          Data derived from S&P Capital IQ, 28 November 2018.
      
      References to the Scheme Consideration in the Circular should be construed as a reference to the
      Increased Scheme Consideration and an amendment to the Scheme Resolution will be noted by the
      chairperson at the Scheme Meeting.
      
      Save to the extent specifically or by necessary implication modified in or inconsistent with the
      provisions of this announcement, all of the remaining terms and conditions of the Offer and the
      Scheme shall remain unchanged and shall continue in full force and effect mutatis mutandis.

3     INDEPENDENT BOARD, INDEPENDENT EXPERT AND RECOMMENDATIONS

      As noted in the Firm Intention Announcement and the Circular, the board of directors of Master
      Plastics ("Board") has convened an independent board ("Independent Board") as required by the
      Companies Regulations, 2011 ("Companies Regulations"), which comprises Thabo Mokgatlha,
      Sibongile Masinga, Craig McDougall and Günter Steffens, for purposes of evaluating the Offer and
      advising Shareholders whether the Scheme and the Scheme Consideration are fair and reasonable
      to Shareholders.
      
      Nodus Capital TS Proprietary Limited, as the independent expert ("Independent Expert"), appointed
      by the Independent Board as required in terms of section 114(2) of the Companies Act and the
      Companies Regulations, has considered the Increased Scheme Consideration and issued a revised
      opinion (dated 30 November 2018) confirming that in its opinion the Scheme and the Increased
      Scheme Consideration are fair and reasonable to Shareholders ("Independent Expert Report").
      
      Having regard to the Independent Expert Report, the Board and the Independent Board are of the
      opinion that the Scheme and the Scheme Consideration are fair and reasonable to Shareholders.
      
      The Independent Expert Report is available on Master Plastic's website
      https://www.masterplasticsgroup.com/ together with this announcement and will be posted to
      Shareholders.

      The Independent Board unanimously recommends that Shareholders vote in favour of the Scheme
      Resolution as amended.

4     IRREVOCABLE UNDERTAKINGS

      To date, Shareholders who collectively hold in aggregate 93,361,129 Shares, representing 79.43%
      of all the issued Shares in Master Plastics, have provided irrevocable undertakings to vote in favour
      of the Scheme Resolution at the Scheme Meeting or any adjournment thereof. The table below sets
      out details of irrevocable undertakings by Shareholders as at the date of this announcement.


                                                               Date of             Shares        Percentage
                                                           irrevocable         subject to      Shareholding
        Shareholder                                        undertaking        undertaking              (%)*
        Lereko Metier Capital Growth Fund
        Trust and the LMCGF Parallel Trust I           30 October 2018         38,282,784             32.57
        Prudential Investment Mangers (South
        Africa) (Pty) Ltd                             29 November 2018         17,630,296             15.00
        Steyn Capital Management (Pty) Ltd             31 October 2018         13,298,575             11.31
        Element Investment Managers (Pty) Ltd          1 November 2018          7,963,429              6.78
        Truffle Asset Management (Pty) Ltd            16 November 2018          3,873,016              3.30
        Robert van Zyl                                 31 October 2018          2,797,936              2.38
        Asymmetry Asset Managers (Pty) Ltd             31 October 2018          1,270,010              1.08
        Ross Biggs                                    29 November 2018          2,350,000              2.00
        Pieter Buitendag                               31 October 2018          1,918,161              1.63
        Edge Reformation (RF) (Pty) Ltd                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
                                               TOTAL                           93,361,129             79.43
    
    * Percentage shareholding has been calculated with reference to all the issued Shares in Master
      Plastics as at the date of this announcement.

5   GUARANTEE

    The Offerors have procured the issue of a bank guarantee by The Standard Bank of South Africa
    Limited ("Standard Bank") in favour of the Takeover Regulation Panel ("TRP") for an amount of
    R 209,866,424.00 ("Existing Guarantee"). In compliance with regulations 111(4) and 111(5) of the
    Companies Regulations, the Offerors have provided the TRP with a supplementary irrevocable,
    unconditional bank guarantee issued by Standard Bank for the aggregate difference between the
    Scheme Consideration and the Increased Scheme Consideration, being an amount of
    R 20,986,642.40 ("Supplementary Guarantee") confirming that, in the event that the Increased
    Scheme Consideration is not paid within the relevant time period, Standard Bank agrees to make
    payment of the Scheme Consideration to Computershare Investor Services Proprietary Limited,
    being Master Plastics' transfer secretaries ("Transfer Secretaries"), for the benefit of participants
    under the Scheme.
    
    The Supplementary Guarantee, together with the Existing Guarantee, collectively amounting to
    R 230,853,066.40, provides adequate security for the Offerors payment obligations under the
    Scheme.

6   SALIENT DATES AND TIMES

    Pursuant to the revision of the Offer as contemplated in this announcement, and as required in terms
    of regulation 104(2)(b) of the Companies Regulations, Master Plastics and the Offerors will post a
    copy of this announcement, together with the Independent Expert Report, to Shareholders.
    
    The Takeover Regulation Panel has confirmed, by way of a ruling that the Scheme Meeting may
    proceed on the date as originally scheduled in terms the notice of the Scheme Meeting, namely on
    Thursday, 20 December 2018 and in accordance with the timetable set out in the Circular (which is
    set out below for ease of reference, with capitalised words in the table below having the same
    meanings given to them in the Circular).


                                                                                           2018

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 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 the
JSE 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.

7     ACTIONS TO BE TAKEN BY SHAREHOLDERS

      Shareholders' attention is drawn to the section of the Circular titled "Action required by Shareholders"
      which sets out in detail action required by Shareholders who wish to accept the Offer (as amended
      and revised by this announcement).
      
      Shareholders who have already submitted proxy forms or given instructions to their CSDPs or
      brokers, as the case may be, to vote in favour of the Scheme Resolution need not take any further
      action except in the unlikely event, that they wish to revoke their proxy forms or instructions.
      
      In respect of those Shareholders that wish to change or revise their voting instructions the following
      provisions shall apply.

7.1      Shareholders who hold dematerialised Scheme Shares which are not "own-name" Scheme
         Shares and who have already instructed their CSDP or broker to issue a letter of representation
         to attend and vote at the Scheme Meeting in person may, if they so choose, revise their
         instructions and request that their CSDP or broker issue a new letter of representation by the cut-
         off time and date stipulated in the agreement governing their relationship with their CSDP or
         broker.

7.2      Shareholders who hold "own-name" dematerialised Scheme Shares and who have already
         completed and returned their proxy form attached to the Circular may, if they so choose, resubmit
         their proxy form and return it to the Transfer Secretaries, at Rosebank Towers, 15 Biermann
         Avenue, Rosebank, 2196 (PO Box 61051, Marshalltown, 2107) so as to be received by not later
         than 10:00 on Tuesday, 18 December 2018.

7.3      Shareholders who have not dematerialised their Scheme Shares ("Certificated Shareholders")
         and who have already completed and returned their proxy form may, if they so choose, resubmit
         the their proxy form attached to the Circular in accordance with the instructions contained therein
         and forward it, together with the relevant documents of title, by hand or by mail to the Transfer
         Secretaries at Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196 (PO Box 61051,
         Marshalltown, 2107) so as to be received by not later than 10:00 on Tuesday,
         18 December 2018. Additional copies of the proxy form attached to the Circular to be used by
         Certificated Shareholders who wish to accept the Offer (as amended and revised by this
         announcement) may be obtained from the offices of the Transfer Secretaries.

8     RESPONSIBILITY STATEMENTS

      The Independent Board, collectively and individually, accepts responsibility for the information
      contained in this announcement to the extent that it relates to Master Plastics. To the best of its
      knowledge and belief, the information contained in this announcement pertaining to Master Plastics
      is true and nothing has been omitted that is likely to affect the import of the information.
      
      The Offerors, collectively and individually, accept responsibility for the information contained in this
      announcement to the extent that it relates to the Offerors. To the best of their knowledge and belief,
      the information contained in this announcement pertaining to the Offerors is true and nothing has
      been omitted that is likely to affect the import of the information.

9     ACTING AS PRINCIPAL

      The Offerors confirm that they are the ultimate proposed purchasers of all the Scheme Shares and
      that they are not acting as agent or broker for any other party.
      
      Save as provided for in the Circular and this announcement, no party is acting in concert with the
      Offerors. The general partners of each of the Offerors (being Metier Capital Growth Fund II GP
      Proprietary Limited in its capacity as ultimate general partner of MCGF II Partnership and Metier
      Mauritius GP as ultimate general partner of MCGF II Investments) and their controlling shareholder
      (being Metier Investment and Advisory Services Proprietary Limited) are regarded to be acting in
      concert in terms of section 117(2) of the Companies Act. The aforesaid general partners do not hold
      any beneficial interest in any Shares, while Metier Investment and Advisory Services Proprietary
      Limited holds an indirect beneficial interest in 2,147,684 Shares, constituting 1.83% of the issued
      Shares in Master Plastics. The Botha Family Trust is rebuttably presumed to be acting in concert
      with Metier Investment and Advisory Services Proprietary Limited and the general partners and
      managers of the Offerors in terms of regulation 84(1)(c) of the Companies Regulations. These
      parties will be excluded for purposes of both determining whether the applicable quorum
      requirements are satisfied and from voting on the Scheme Resolution, as contemplated in
      section 115(4) of the Companies Act.

10    DOCUMENTS AVAILABLE FOR INSPECTION
      
      In addition to those documents referred to in paragraph 20 of the Circular, copies of the following
      additional documents are available for inspection at the office of Master Plastics, 1410 Eglin Office
      Park, 14 Eglin Road, Sunninghill, Johannesburg, 2191 and the office of the Corporate Advisor and
      Transaction Sponsor to Master Plastics, 2nd Floor, North Block, Hyde Park Office Tower, corner 6th
      Road and Jan Smuts Avenue, Hyde Park, 2196, during normal business hours from Wednesday, 21
      November 2018 up to and including Thursday, 20 December 2018:

10.1      copies of all irrevocable undertakings provided by Shareholders subsequent to the Firm Intention
          Announcement;

10.2      the Independent Expert Report; and

10.3      the ruling of the TRP referred to in paragraph 6 above.



Johannesburg
30 November 2018

Corporate Advisor and Transaction Sponsor to Master Plastics
Merchantec Capital

Legal Advisor to Master Plastics
Webber Wentzel

Financial and Corporate Advisor to the Offerors
The Standard Bank of South Africa Limited

Legal Advisor to the Offerors
Cliffe Dekker Hofmeyr Inc.

Independent Expert
Nodus Capital TS Proprietary Limited




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Date: 30/11/2018 03:52:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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