CLOVER INDUSTRIES LIMITED - Posting of circular and notice convening the scheme meeting

Release Date: 28/02/2019 08:30
Code(s): CLR
 
Wrap Text
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'). 
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