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Posting of circular and notice convening the scheme meeting
CLOVER INDUSTRIES LIMITED MILCO SA PROPRIETARY LIMITED
Incorporated in the Republic of South Africa Incorporated in the Republic of South Africa
(Registration number : 2003/030429/06) (Registration number : 2018/610365/07)
JSE Ordinary Share code: CLR (“Milco” or “the Offeror”)
NSX Ordinary Share code: CLN
ISIN: ZAE000152377
(“Clover” or “the Company”)
POSTING OF CIRCULAR AND NOTICE CONVENING THE SCHEME MEETING
1. INTRODUCTION
Shareholders are referred to the joint firm intention announcement by Clover and Milco
released on SENS on 4 February 2019 and published in the South African press on 5 February
2019 (and using the terms defined therein unless otherwise stated) wherein Shareholders
were advised that Clover had entered into an implementation agreement with Milco, in terms
of which Milco had made an offer to acquire all of the issued shares in Clover (on a fully diluted
basis, such that thereafter there will be no remaining rights exercisable or convertible into
shares), by way of a scheme of arrangement (“Scheme”) in terms of section 114 of the
Companies Act, No. 71 of 2008, as amended (“Companies Act”) between Clover and the
Shareholders.
2. POSTING OF THE CIRCULAR
Shareholders are hereby advised that the circular setting out the terms and conditions of the
Scheme (“Circular”) and incorporating, inter alia, a notice convening a meeting of
Shareholders (“Scheme Meeting”) has been posted to Shareholders today, 28 February
2019. The Circular will also be available on Clover's website at www.clover.co.za from today,
28 February 2019.
Shareholders are advised to review the Circular for detailed information regarding the Scheme
and other related matters.
3. NOTICE CONVENING THE SCHEME MEETING
Notice is hereby given that the Scheme Meeting will be held at the registered offices of Clover,
200 Constantia Drive, Constantia Kloof, 1709, South Africa at 10:00 on Friday, 29 March 2019,
for the purpose of considering and, if deemed fit, passing, with or without modification, the
resolutions set out in the notice convening the Scheme Meeting.
4. IMPORTANT DATES AND TIMES
Shareholders are referred to the table below setting out important dates and times in relation
to the Scheme (“Timetable”). Words and expressions in the Timetable and the notes thereto
shall have the same meanings as assigned to them in the Circular.
2019
Record date to determine which Clover Shareholders are
eligible to receive the Circular (Circular Record Date) Friday, 22 February
Circular posted to Clover Shareholders and notice convening Thursday, 28
the Scheme Meeting released on SENS on February
Notice convening Scheme Meeting published in the South
African press Friday, 1 March
Last day to trade Clover Shares in order to be recorded in the
Register to vote at the Scheme Meeting (Voting Last day to Monday, 18 March
Trade)
Record date to be eligible to vote at the Scheme Meeting,
being the Voting Record Date, by close of trade on Friday, 22 March
Last day to lodge Form of Proxy (blue) in respect of the
Scheme Meeting by 10:00 on Wednesday, 27 March
Last day for Clover Shareholders to give notice of their
objections to the Special Resolution to approve the Scheme Friday, 29 March
by no later than 10:00 on
Scheme Meeting to be held at 10:00 on Friday, 29 March
Results of the Scheme Meeting released on SENS on Friday, 29 March
Results of the Scheme Meeting published in the South
African press Monday, 1 April
If the Scheme is approved by Clover Shareholders at the
Scheme Meeting
Last day for Shareholders who voted against the Special
Resolution to require Clover to seek Court approval for the
Scheme in terms of section 115(3)(a) of the Companies Act,
if at least 15% of the total votes of Shareholders at the
Scheme Meeting were exercised against the Scheme Friday, 5 April
Last day on which Clover Shareholders who voted against
the Special Resolution can apply to Court for leave to review
the Scheme in terms of section 115(3)(b) of the Companies
Act Friday, 12 April
Last day for Clover to give notice of adoption of the Special
Resolution approving the Scheme to Dissenting Friday, 12 April
Shareholders in accordance with section 164 of the
Companies Act
Last day for Dissenting Shareholders, by reason of the
adoption of the Special Resolution, to make a demand to
Clover that Clover pay such Dissenting Shareholders the fair
value of all Clover Shares held by them, in terms of section
164(7) of the Companies Act Tuesday, 30 April
The following dates assume that no Court approval or
review of the Scheme is required and will be confirmed
in the finalisation announcement if the Scheme becomes
unconditional:
Compliance certificate to be received from the Panel on Thursday, 2 May
Finalisation date expected to be on Friday, 3 May
Finalisation date announcement expected to be released on
SENS on Friday, 3 May
Finalisation date announcement expected to be published in
the South African Press on Monday, 6 May
Delisting application in respect of Clover Shares lodged with
the JSE and, to the extent required, the NSX on Thursday, 9 May
Expected Scheme Last day to Trade, being the last day to
trade Clover Shares on the JSE and the NSX in order to be
recorded in the Register to receive the Scheme
Consideration (Scheme Last Day to Trade) on Tuesday, 14 May
Suspension of listing of Clover Shares on the JSE expected
to take place at the commencement of trade on Wednesday, 15 May
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, 17 May
Expected Operative Date of the Scheme on Monday, 20 May
Scheme Consideration expected to be paid/posted to
certificated Scheme Participants, provided their Form of
Surrender and Transfer (pink) and Documents of Title are
received on or prior to 12:00 on the Scheme Consideration
Record Date, on or about Monday, 20 May
Dematerialised Scheme Participants expected to have their
accounts (held at their CSDP or Broker) credited with the
Scheme Consideration on or about Monday, 20 May
Termination of the listing of Clover Shares on the JSE and
the NSX expected to take place at the commencement of
trade on or about Tuesday, 21 May
Notes:
1. All dates and times in respect of the Scheme are subject to change by mutual agreement
between Clover and the Offeror and with the approval of the JSE and/or the Panel. The dates
have been determined based on certain assumptions regarding the dates by which certain
regulatory approvals including, but not limited to, that of the Competition Authorities, the JSE
and the Panel, will be obtained and that no Court approval or review of the Scheme will be
required. Any change will be released on SENS and published in the South African press.
2. The Scheme Consideration will be R25.00 per Scheme Share other than in the unlikely event
of a Scheme Consideration Adjustment (as to which, Shareholders are referred to
paragraph 7.1.1 of the Circular). Details of any Scheme Consideration Adjustment, if any, will
be announced on or before the Finalisation Date.
3. Shareholders are referred to paragraph 7.5 of the Circular (which contains a summary of
Dissenting Shareholders' Appraisal Rights in respect of the Scheme) regarding timing
considerations relating to the Appraisal Rights afforded to Shareholders.
4. Shareholders should note that as transactions in Clover Shares are settled in the electronic
settlement system used by Strate, settlement of trades takes place three Business Days after
such trade. Therefore persons who acquire Shares after the Voting Last Day to Trade (i.e.
Monday, 18 March 2019) will not be eligible to vote at the Scheme Meeting but will, provided
the Scheme is approved and they acquire the Clover Shares on or prior to the Scheme Last Day
to Trade (expected to be Tuesday, 14 May 2019), participate in the Scheme (i.e. sell their Clover
Shares to the Offeror in accordance with the Scheme for the Scheme Consideration).
5. A Shareholder may submit a Form of Proxy at any time before the commencement of the
Scheme Meeting (or any adjournment of the Scheme Meeting) or hand it to the Chairman of the
Scheme Meeting before the appointed proxy exercises any of the relevant Shareholder's rights
at the Scheme Meeting (or any adjournment of the Scheme Meeting). Should a Shareholder
lodge a Form of Proxy with the Transfer Secretaries less than 48 hours (excluding Saturdays,
Sundays and official public holidays) before the Scheme Meeting, such Shareholder will also be
required to furnish a copy of such Form of Proxy to the Chairman of the Scheme Meeting at any
time before a relevant resolution is tabled for voting at the Scheme Meeting (or any adjournment
of the Scheme Meeting before the appointed proxy exercises any of such Shareholder's rights
at the Scheme Meeting (or adjourned or postponed Scheme Meeting).
6. If the Scheme Meeting is adjourned or postponed, Forms of Proxy submitted for the initial
Scheme Meeting will remain valid in respect of any adjournment or postponement of the
Scheme Meeting.
7. Dematerialised Shareholders are required to notify their duly appointed CSDP or Broker of their
election in accordance with the custody agreement entered into between them and their CSDP
or Broker in the manner and time stipulated therein. The CSDP or Broker must, in turn, make
the election on such Dematerialised Shareholder's behalf, by no later than the designated date
and time set out above, as to the form of the Scheme Consideration selected. Certificated
Shareholders are required to have completed the attached Form of Surrender and Transfer
(pink) in accordance with its instructions and returned it, together with the relevant Documents
of Title, to the Transfer Secretaries, to be received by no later than the designated time and date
set out above.
8. All times given in this Circular are local times in South Africa.
9. If the Scheme becomes operative, Share certificates may not be dematerialised or
rematerialised after the Scheme Last Day to Trade.
5. COPIES OF THE CIRCULAR
Copies of the Circular may be obtained during normal business hours at the registered office
of Clover, 200 Constantia Drive, Constantia Kloof, 1709, South Africa and at the office of Rand
Merchant Bank, 1 Merchant Place, Corner Fredman Drive and Rivonia Road, Sandton, 2196
from today, 28 February 2019 up to and including the date of the Scheme Meeting, 29 March
2019.
Johannesburg
28 February 2019
Sponsor to Clover
Rand Merchant Bank (A division of FirstRand Bank Limited)
Legal adviser to Clover
Werksmans Inc
NSX Sponsor to Clover
Merchantec Capital Namibia Proprietary Limited
Financial adviser and investment bank to Milco
Rand Merchant Bank (A division of FirstRand Bank Limited)
Legal adviser to Milco
ENSafrica
Financial adviser to CBC
HSBC Bank plc
Independent Expert
PricewaterhouseCoopers Corporate Finance (Proprietary) Limited
Date: 28/02/2019 08:30:00 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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