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VERIMARK HOLDINGS LIMITED - Posting of Circular, Notice of General Meeting and Important Dates and Times

Release Date: 18/12/2018 12:29
Code(s): VMK     PDF:  
 
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Posting of Circular, Notice of General Meeting and Important Dates and Times

Verimark Holdings Limited
Incorporated in the Republic of South Africa
Registration number: 1998/006957/06
JSE share code: VMK
ISIN number: ZAE000068011
("Verimark" or "the Company")

Van Straaten Family Trust (“VFT”) via a special purpose
vehicle, established for the sole purpose to satisfy the
requirements of the Transaction, being
K2018535347 (South Africa) Proprietary Limited
Incorporated in the Republic of South Africa
Registration number: 2018/535347/07
(“the Offeror”)

POSTING OF CIRCULAR, NOTICE OF GENERAL MEETING AND IMPORTANT
DATES AND TIMES

Verimark Shareholders are referred to the announcement
released on the Stock Exchange News Service (“SENS”) of the
JSE Limited (“JSE”) by Verimark on Friday, 23 November 2018
regarding the firm intention of the Offeror to make an offer
to acquire all ordinary shares in Verimark (“Ordinary
Shares”), other than any Ordinary Shares held by VFT, its
concert party, Prime Rentals CC and any subsidiaries of
Verimark (“the Scheme”).

It is proposed that the Scheme be implemented by way of a
scheme of arrangement in terms of section 114(1) of the
Companies Act, 71 of 2008 as amended (“the Companies Act”) and
if that should fail, a general offer in terms of section
117(1)(c)(v) of the Companies Act (“the Substitute Offer”). The
amount payable in terms of the Scheme will be a cash
consideration of R1.50 per Scheme Share (“Scheme
Consideration”).

POSTING OF CIRCULAR

Verimark Shareholders are hereby advised that the Circular
containing details of the Scheme will be posted and
electronically distributed to Verimark Shareholders today,
Tuesday, 18 December 2018. The Circular incorporates a notice
convening a general meeting of Verimark Shareholders (“General
Meeting”) for purposes of considering the resolutions
approving the Scheme or Substitute Offer, as the case may be.
The Circular is also available on Verimark’s website at
www.verimark.co.za.

Verimark Shareholders are advised to review the Circular for
the full terms and conditions of the Scheme.

NOTICE OF GENERAL MEETING

Notice is hereby given that the General Meeting will be held
at 09:00 on Thursday, 17 January 2019 at Verimark’s Registered
office at 50 Clairwood Avenue, Hoogland, Ext 55, Randburg,
South Africa, 2154, for the purpose of considering and, if
deemed fit, approving, with or without modification, the
resolutions set out in the notice of the General Meeting
included in the Circular.

IMPORTANT DATES AND TIMES RELATING TO THE SCHEME

The important dates and times relating to the Scheme are set
out below. Terms appearing in title case in the table below
and in the notes thereto and that are not otherwise defined,
bear the meanings assigned to them in the Circular.


                                                         2018/2019

Record date to determine which Verimark             Friday, 7 December
Shareholders are entitled to receive the
Circular

Circular distributed to Verimark                    Tuesday, 18
Shareholders and notice convening the               December
General Meeting released on SENS on

Notice of General Meeting published in the          Wednesday, 19
South African press on                              December

Last day to trade in order to be recorded in        Tuesday, 8 January
the Register on the Scheme Voting Record Date
in order to be eligible to vote at the
General Meeting

Scheme Voting Record Date being 17:00 on            Friday, 11 January

Forms of Proxy to be lodged at the Transfer         Tuesday, 15
Secretaries by 10:00 on                             January

Last date and time for Verimark Shareholders        Thursday, 17
to give notice to Verimark objecting, in            January
terms of section 164(3) of the Companies Act,
to the Scheme Resolution to be able to invoke
Appraisal Rights by 09:00 on

Forms of Proxy not lodged with the Transfer         Thursday, 17
Secretaries may be accepted, in the                 January
discretion of the chairperson of the General
Meeting, if handed in before commencement of
the General Meeting 09:00

General Meeting of Verimark Shareholders to         Thursday, 17
be held at 09:00 on                                 January

Results of General Meeting released on SENS         Thursday, 17
on                                                  January

Results of General Meeting published in the         Friday, 18 January
South African press on

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

Last date for Verimark Shareholders who voted       Thursday, 24
against the Scheme to require Verimark to           January
seek court approval for the Scheme in terms
of section 115(3)(a) of the Companies Act
(where applicable) on

Last date for Verimark Shareholders who voted       Thursday, 31
against the Scheme to apply to court for            January
leave to apply for a review of the Scheme in
terms of section 115(3)(b) of the Companies
Act on

Last date for Verimark to send objecting            Thursday, 31
Verimark Shareholders notices of the                January
adoption of the Scheme Resolution, in
accordance with section 164(4) of the
Companies Act, on

Action

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

Scheme Finalisation Date expected to be on          Tuesday, 5
or about                                            February

Scheme Finalisation Date announcement               Tuesday, 5
expected to be released on SENS on or about         February

Scheme Finalisation Date announcement               Wednesday, 6
expected to be published in the South African       February
press on or about

Scheme last day to trade expected to be on          Tuesday, 12
or about                                            February

Trading in Verimark Shares on the JSE               Wednesday, 13
suspended from commencement of trade on or          February
about

Scheme Consideration Record Date to be              Friday, 15
recorded in the Register in order to receive        February
the Scheme Consideration expected to be on
or about

Scheme Implementation Date expected to be on        Monday, 18
or about                                            February

Scheme Consideration payment expected to            Monday, 18
take place on or about                              February

Termination of listing of Verimark Shares           Tuesday, 19
from the JSE at commencement of trade on or         February
about

Notes:

1. The above dates and times are subject to such changes as may
   be agreed to by Verimark and the Offeror and approved by the
   Takeover Panel and/or the JSE, if required. If the
   Conditions are not fulfilled or waived by Thursday, 28
   February 2019, an updated timetable will be released on SENS
   and published in the South African press.

2. Verimark Shareholders should note that, as trade in Verimark
   Shares on the JSE is settled in the electronic settlement
   system used by Strate, settlement of trades takes place 3
   Business Days after the date of such trades. Therefore,
   Verimark Shareholders who acquire Verimark Shares on the JSE
   after Tuesday, 8 January 2019, being the last day to trade
   in Verimark Shares so as to be recorded in the Register on
   the Scheme Voting Record Date, will not be entitled to vote
   at the General Meeting.

3. Verimark Shareholders who wish to exercise their Appraisal
   Rights are referred to Annexure 5 to the Circular for
   purposes of determining the relevant timing for the exercise
   of their Appraisal Rights.

4. The exercise of Appraisal Rights may result in changes to
   the above salient dates and times and Verimark Shareholders
   will be notified separately of the applicable dates and
   times resulting from any such changes.

5. Verimark Shareholders who wish to exercise their right in
   terms of section 115(3) of the Companies Act, to require the
   approval of a court for the Scheme, should refer to
   Annexure 5 to the Circular which includes an extract of
   section 115 of the Companies Act. Should Verimark
   Shareholders exercise their rights in terms of section
   115(3) of the Companies Act, the dates and times set out
   above will not be relevant. Verimark Shareholders will be
   notified separately of the applicable dates and times under
   this process.

6. Dematerialised Verimark 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 cut-off time and date stipulated by their CSDP or Broker
   in terms of their respective Custody Agreements between them
   and their CSDP or Broker.

7. No dematerialisation or rematerialisation of Verimark Shares
   may take place from the commencement of business on the
   Business Day following the Scheme last day to register
   (“LDT”). The Scheme LDT is expected to be on Tuesday, 12
   February 2019.

8. If the General Meeting is adjourned or postponed, the above
   dates and times will change, but the Forms of Proxy
   submitted for the initial General Meeting will remain valid
   in respect of any adjournment or postponement of the General
   Meeting.

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 Companies Act, the Companies
   Regulations and the JSE Listings Requirements, where
   applicable, and any such consents or dispensations must be
   specifically applied for and granted.


10. All times referred to in the Circular are references to
    South African Standard Time.


11. Should a Substitute Offer Trigger Event occur, the Scheme
    will fail but the Offeror will be deemed to have made the
    Substitute Offer in accordance with the provisions of
    Annexure 8 to the Circular. In such event, Verimark will
    issue an announcement on SENS, confirming that the Scheme
    will not proceed and that the Substitute Offer has become
    effective, and advising Verimark Shareholders of the salient
    dates applicable to the Substitute Offer.

Johannesburg
18 December 2018

Joint Transaction Advisor and Transactional Sponsor to
Verimark: PSG Capital

Joint Transaction Advisor to Verimark: Khanda Capital

Transaction Advisor to the Offeror and Sponsor to Verimark:
Grindrod Bank

Date: 18/12/2018 12:29:00 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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