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INTERWASTE HOLDINGS LIMITED - Distribution of circular and notice of general meeting

Release Date: 05/12/2018 17:30
Code(s): IWE     PDF:  
 
Wrap Text
Distribution of circular and notice of general meeting

INTERWASTE HOLDINGS LIMITED                                               
(Incorporated in the Republic of South Africa)                                    
(Registration number 2006/037223/06)                              
Share code: IWE                                                  
ISIN: ZAE000097903
("Interwaste")

SÉCHÉ ENVIRONNEMENT S.A.
(Incorporated in France)
(Registration number 306 917 535)
("Séché Environnement")

SÉCHÉ SOUTH AFRICA PROPRIETARY LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2018/475445/07)
("Séché SA" or "Offeror")


DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING


1      INTRODUCTION
       Shareholders are referred to the joint firm intention announcement by Interwaste, Séché
       Environnement and Séché SA released on SENS on 2 November 2018 and published in the
       press on 5 November 2019 ("Firm Intention Announcement") in terms of which shareholders
       of Interwaste were advised that Interwaste had received a firm intention offer by Séché SA to
       acquire all of the Interwaste Shares, excluding treasury shares, for a scheme consideration of
       R1.20 per Share (subject to escalation) by way of a scheme of arrangement in terms of
       section 114 of the Companies Act, No. 71 of 2008.
       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
       The circular setting out the terms and conditions of the Scheme ("Circular") and incorporating a
       notice of general meeting of Interwaste Shareholders was posted to Interwaste Shareholders
       today, 5 December 2018.
       Interwaste Shareholders are advised to review the Circular for detailed information regarding the
       Scheme and the related aspects.
       The Circular will be available on Interwaste's website at www.interwaste.co.za from today, 5
       December 2018.
3      NOTICE OF GENERAL MEETING
       The Circular incorporates a notice of a general meeting of Interwaste Shareholders to be held at
       14h00 on Wednesday, 9 January 2019 at the Hedgehog Room, CCJ Woodmead, Woodlands
       Drive, Woodmead, Sandton, 2191 and via electronic communication ("General Meeting"), to
       consider and, if deemed fit, to pass, with or without modification, the special resolution to approve
       the Interwaste Scheme, and other special and ordinary resolutions set out in the notice of General
       Meeting.
4      IMPORTANT DATES AND TIMES
       Interwaste Shareholders are referred to the table below setting out important dates and times in
       relation to the Interwaste Scheme.

                                                                                                       2018

Record date to determine which Shareholders are entitled to              Friday,
receive this Circular                                                30 November
Circular posted to Shareholders and notice convening the Scheme       Wednesday,
Meeting released on SENS on                                           5 December

Notice convening the Scheme Meeting published in the South               Thursday,
African press on                                                       6 December

Last day to trade Interwaste Shares in order to be recorded in the        Monday,
Register to vote at the Scheme Meeting (see note 3 below) on          31 December

                                                                             2019

Record date to be eligible to vote at the Scheme Meeting, being the         Friday,
Scheme Voting Record Date, by close of trade on                          4 January

For administrative purposes, date by which the forms of proxy
(yellow) for the Scheme Meeting are requested to be lodged, by            Monday,
14h00                                                                    7 January

Forms of proxy (yellow) to be handed to the chairman of the
Scheme Meeting, at any time before the proxy exercises any rights     Wednesday,
of the Shareholders at the Scheme Meeting on                           9 January

Last date and time for Dissenting Shareholders to give notice of
their objections to the special resolution approving the Interwaste   Wednesday,
Scheme by no later than the time of the exercise of the vote on        9 January

Scheme Meeting to be held at 14h00 at the Hedgehog Room,
CCJ Woodmead, Woodlands Drive, Woodmead, Sandton, 2191                Wednesday,
and via electronic communication on                                    9 January

Results of the Scheme Meeting released on SENS on                     Wednesday,
                                                                       9 January

Results of the Scheme Meeting published in the South African             Thursday,
press on                                                                10 January

If all of the Scheme Resolutions are passed by the requisite
majority of Shareholders at the Scheme Meeting

Company to send notice of the passing of the special resolution
approving the Interwaste Scheme in terms of section 164(4) of the        Thursday,
Companies Act                                                           10 January

Last day for Shareholders who voted against the
Interwaste Scheme to require Interwaste to seek court approval for
the Interwaste Scheme in terms of section 115(3)(a) of the            Wednesday,
Companies Act (if applicable)                                          16 January

Last day for Shareholders who voted against the
Interwaste Scheme to apply to court for leave to apply for a review
of Interwaste Scheme in terms of section 115(3)(b) of the             Wednesday,
Companies Act                                                          23 January
Last date for Interwaste to give notice in terms of section 164(4) of
the Companies Act, of adoption of the special resolution approving
the Scheme to Dissenting Shareholders objecting to the special          Wednesday,
resolution on                                                            23 January

Anticipated receipt of approval of the South African Competition             Friday,
Authorities on or before                                                15 February

Receive compliance certificate from the TRP                                Monday,
                                                                        18 February

If all Scheme Conditions are fulfilled or waived (to the extent
applicable)

Finalisation Date expected to be on                                        Tuesday,
                                                                        19 February

Finalisation Date announcement expected to be released on SENS             Tuesday,
on                                                                      19 February

Finalisation Date announcement expected to be published in the          Wednesday,
South African press on                                                  20 February

Expected Scheme LDT, being the last day to trade Interwaste
Shares on the JSE in order to be recorded in the Register on the
Scheme Record Date and to receive the Scheme Consideration on              Tuesday,
the Scheme Consideration Date, on                                       26 February

Suspension of listing of Interwaste Shares on the JSE expected to
take place at the commencement of trade on
                                                                        Wednesday,
                                                                        27 February

Expected last date on which Scheme Participants can make an                 Friday,
election in respect of the Repurchase Alternative by 12h00 on              1 March

Expected Scheme Record Date, being the date on which Interwaste
Scheme Participants must be recorded in the Register to receive             Friday,
the Scheme Consideration, close of trade on                                1 March

Expected Operative Date of the Interwaste Scheme at 12h00 on               Monday,
                                                                           4 March

Scheme Consideration expected to be credited to the accounts
(held at their CSDP or Broker) of Interwaste Scheme Participants           Monday,
who are Dematerialised Shareholders or about                               4 March

Scheme Consideration expected to be paid/posted to Interwaste
Scheme Participants who are Certificated Shareholders (provided
their form of surrender and transfer (blue) and Documents of Title
are received by close of trade on the Scheme Record Date) or               Monday,
about                                                                      4 March
 Termination of listing of Interwaste Shares on the JSE expected to        Tuesday,
 take place at the commencement of trade on                                5 March

    Notes:
    1.    All times are local times in South Africa.

    2.    All dates and times in respect of the Interwaste Scheme are subject to change (subject to the approval
          of the JSE and/or the TRP, if required). The dates have been determined based on certain
          assumptions, including as regards the date by which certain regulatory approvals will have been
          obtained and that no Court approval of the special resolutions required to approve the implementation
          of the Interwaste Scheme will be required, and the dates and times stated above will change if such
          circumstances arise. Any change in the dates and times will be released on SENS and published in
          the South African press.

    3.    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 Interwaste Shares on the JSE after the last day to trade in Interwaste Shares
          so as to be recorded in the Register on the Scheme Voting Record Date will not be entitled to vote at
          the Scheme Meeting.

    4.    Interwaste Shares may not be dematerialised or rematerialised after the Scheme LDT, which is
          indicatively expected to be Tuesday, 26 February 2019.

    5.    If the Interwaste Scheme is approved by an insufficient number of Scheme Voting Shareholders at the
          Scheme Meeting so that a Scheme Voting Shareholder may require Interwaste to obtain Court approval
          of the Interwaste Scheme, as contemplated in section 115(3)(a) of the Companies Act, and a Scheme
          Voting Shareholder in fact delivers such a request, the dates and times set out above 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 Voting Shareholder who votes against the Interwaste Scheme exercises its rights in
          accordance with section 115(3)(b) of the Companies Act and applies to Court for a review of the
          transaction, the dates and times set out above will not be relevant. If this is the case, Shareholders will
          be notified separately of the applicable dates and times under this process.

    7.    It should be noted that although Interwaste intends to send the required notice to Dissenting
          Shareholders, if any, in terms of section 164(4) of the Companies Act on the first Business Days
          following the Scheme Meeting, the last day for sending this notice is 10 Business Days after the date
          of the Scheme Meeting.

    8.    If the Scheme Meeting is adjourned or postponed, forms of proxy (yellow) submitted for the initial
          Scheme Meeting will remain valid in respect of any adjournment or postponement of the
          Scheme Meeting, and the dates and times stated above will change.

    9.    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 Takeover Regulations, where applicable, and any such consents or dispensations must be
          specifically applied for and granted.

5   COPIES OF THE CIRCULAR
    Copies of the Circular may be obtained during normal business hours at the registered office of
    Interwaste at 2 Brammer Street, Industries East, Germiston South and at the office of Grindrod
    Bank Limited, 4th Floor, Grindrod Tower, 8A Protea Place, Sandton from today, 5 December 2018
    up to and including the date of the General Meeting, 9 January 2019.

6     WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
      Shareholders are advised that the cautionary announcement published on SENS on 1 October
      2018 is withdrawn, but that Shareholders remain cautioned in respect of their dealings in
      Interwaste Shares pursuant to the announcement published on SENS on 21 November 2018.



Johannesburg
5 December 2018

Legal Advisors to the Offeror
Cliffe Dekker Hofmeyr Incorporated

Legal Advisors to Interwaste
Webber Wentzel

Financial Advisors to Interwaste
PSG Capital Proprietary Limited

Sponsors
Grindrod Bank Limited


Independent Expert

PricewaterhouseCoopers Corporate Finance Proprietary Limited



Transfer Secretaries to Interwaste

Computershare Investor Services Proprietary Limited

Date: 05/12/2018 05:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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