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MASTER PLASTICS LIMITED - Fulfilment of Outstanding Scheme Condition and Finalisation Announcement

Release Date: 09/01/2019 12:30
Code(s): MAP     PDF:  
 
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Fulfilment of Outstanding Scheme Condition and Finalisation Announcement

MASTER PLASTICS LIMITED
Incorporated in the Republic of South Africa
(Registration number 2016/323930/06)
Share code: MAP       ISIN: ZAE000242921
("Master Plastics")


FULFILMENT OF OUTSTANDING SCHEME CONDITION AND FINALISATION ANNOUNCEMENT


1.   INTRODUCTION
     
     Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear the
     same meanings ascribed thereto in the circular, dated Wednesday, 21 November 2018 ("Circular").
     Shareholders are referred to:
     1.1      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 of a
              firm intention by MCGF II Partnership and MCGF II Investments to make an offer to acquire all the
              Shares of Master Plastics (other than certain excluded Shares), dated 7 November 2018;
     1.2      the announcement by Master Plastics regarding posting of the Circular and the Notice convening the
              Scheme Meeting, dated 21 November 2018;
     1.3      the Circular;
     1.4      the joint announcement by Master Plastics, MCGF II Partnership and MCGF II Investments released
              on SENS on 30 November 2018 and published in the South African press on 3 December 2018
              regarding an increase in the offer consideration payable under the Scheme and the revised terms of
              the offer by MCGF II Partnership and MCGF II Investments to acquire all the issued ordinary Shares
              of Master Plastics (other than certain excluded Shares), dated 30 November 2018; and
     1.5      the announcement by Master Plastics released on SENS on 20 December 2018 and published in
              the South African press on 21 December 2018 regarding the results of Scheme Meeting, dated
              20 December 2018.
     
     The Board is pleased to announce that, following receipt from the Panel of a compliance certificate in terms
     of section 119(4)(b) of the Companies Act in respect of the Scheme on 8 January 2019, all outstanding
     Scheme Conditions to the implementation of the Scheme have now been fulfilled.

2.   SALIENT DATES AND TIMES
     
     Shareholders are reminded of the following salient dates and times relating to the Scheme as set out in the
     Circular.

                                                                                                           2019

      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

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

      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 to take place at the
      commencement of trade on or about                                                     Tuesday, 5 February

      Notes:
      1.   All times given in this document are local times in South Africa.
      2.   Shares may not be dematerialised or rematerialised after the Scheme LDT, which date will be Tuesday,
           29 January 2019.



Johannesburg
9 January 2019

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

Date: 09/01/2019 12:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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