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INTERWASTE HOLDINGS LIMITED - Interwaste Scheme Finalisation Announcement

Release Date: 15/02/2019 15:47
Code(s): IWE     PDF:  
Wrap Text
Interwaste Scheme Finalisation Announcement

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


1.      Introduction

        Unless otherwise indicated, capitalised words and terms contained in this announcement shall
        bear the meanings ascribed to them in the Circular (as defined below).

1.1           Shareholders are referred to:

1.1.1                the circular issued and posted by Interwaste to Shareholders on
                     5 December 2018 ("Circular") regarding the Scheme of Arrangement in terms of
                     section 114 of the Companies Act 71 of 2008, proposed by the Interwaste Board
                     between Interwaste and the Shareholders ("Interwaste Scheme"); and

1.1.2                the announcement released on SENS on Wednesday, 9 January 2019 pursuant
                     to the Scheme Meeting held on the same day, at which the special and ordinary
                     resolutions set out in the Notice of Scheme Meeting (which was attached to and
                     formed part of the Circular) were passed by the requisite majorities.

2.      Fulfilment of Scheme Conditions

        The Interwaste Board is pleased to advise that all of the Scheme Conditions have been fulfilled
        or waived. Accordingly, the Scheme has become unconditional with effect from Friday,
        15 February 2019.

3.      Salient dates and times

        The remaining salient and dates and times relating to the implementation of the Scheme,
        which are unchanged from those indicatively indicated in the Circular, are set out below:

                                       IMPORTANT DATES AND TIMES

          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 the Scheme Consideration                     Tuesday,
          Date, on                                                                    26 February 2019

          Suspension of listing of Interwaste Shares on the JSE to take place at           Wednesday,
          the commencement of trade on                                                27 February 2019

          Last date on which Scheme Participants can make an election in                        Friday,
          respect of the Repurchase Alternative by 12h00 on                               1 March 2019

          Scheme Record Date, being the date on which Interwaste Scheme
          Participants must be recorded in the Register to receive the Scheme                   Friday,
          Consideration, close of trade on                                                1 March 2019

          Operative Date of the Interwaste Scheme, on                                         Monday,
                                                                                          4 March 2019

        Scheme Consideration to be credited to the accounts (held at their
        CSDP or Broker) of Interwaste Scheme Participants who are                               Monday,
        Dematerialised Shareholders, on or about                                          4 March 2019

        Scheme Consideration 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                    Monday,
        close of trade on the Scheme Record Date) on or about                             4 March 2019

        Termination of listing of Interwaste Shares on the JSE to take place at                Tuesday,
        the commencement of trade on                                                       5 March 2019


         1. All times given in this document are local times in South Africa.

         2. Interwaste Shares may not be dematerialised or rematerialised after the Scheme LDT.

4.    Dividends Withholding Tax in respect of Repurchase Alternative

      Where an Interwaste Scheme Participant is not exempt from Dividends Withholding Tax
      (“DWT”) and elects the Repurchase Alternative, DWT will be withheld from the gross amount
      of R1.20. Unless an Interwaste Scheme Participant is subject to DWT at a lesser rate, the
      applicable DWT withholding rate is 20% and, accordingly, the net amount payable will
      therefore be R0.96. In order to prevent (or reduce) such withholding, Interwaste Scheme
      Participants electing the Repurchase Alternative who are exempt from DWT (or subject to
      DWT at a lesser rate) must provide their regulated intermediary with the requisite SARS
      declaration and undertaking as soon as possible but in any event before 12h00 on the Scheme
      Record Date (or such earlier date as may be required in terms of their mandate with their
      CSDP or Broker).

15 February 2019

Legal Advisors to the Offerors
Cliffe Dekker Hofmeyr Incorporated

Legal Advisors to Interwaste
Webber Wentzel

Financial Advisors to Interwaste
PSG Capital Proprietary Limited

Grindrod Bank Limited

Independent Expert
PricewaterhouseCoopers Corporate Finance Proprietary Limited

Transfer Secretaries to Interwaste
Computershare Investor Services Proprietary Limited

Date: 15/02/2019 03:47:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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