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Posting of Circ, Notice Convening Scheme Mtg & Important Dates & Times Relating to the Scheme & the Mandatory Offer
GLOBAL ASSET MANAGEMENT LIMITED UBI GENERAL PARTNER PROPRIETARY LIMITED
(Incorporated in the Republic of South Africa) (Incorporated in the Republic of South Africa)
(Registration number: 2002/003192/06) (Registration number: 2016/224437/07)
Share Code: GAM ISIN: ZAE000173498 on behalf of the ARC Fund
("Global" or “the Company”) (“ARC”)
POSTING OF CIRCULAR, NOTICE CONVENING THE SCHEME MEETING AND IMPORTANT DATES AND
TIMES RELATING TO THE SCHEME AND THE MANDATORY OFFER
1. INTRODUCTION
1.1 Shareholders are referred to the joint firm intention announcement by Global and ARC
released on SENS on 11 March 2019 and published in the press on 12 March 2019 (“Joint
Firm Intention Announcement”) wherein shareholders were advised that:
1.1.1 the Company has proposed making a cash offer of R2.10 per Global share to all
Eligible Shareholders, except the Excluded Shareholders, to acquire all of their
ordinary shares in the Company in terms of section 48 of the Companies Act,
which offer will be implemented by way of a scheme of arrangement in terms of
section 114(1)(e) of the Companies Act, to be proposed by the Board between
Global and its shareholders, and which offer will be followed by the delisting of
the Company from the JSE in terms of paragraph 1.17(b) of the JSE Listings
Requirements; and
1.1.2 the Mandatory Offer of R1.83 per Global share to be made by ARC to the
remaining shareholders of Global following the approval of the Specific Issue.
1.2 Capitalised terms in this announcement shall have the same meanings as assigned to
them in the Joint Firm Intention Announcement and the circular referred to in paragraph
2 below, as applicable.
2. POSTING OF THE CIRCULAR
Shareholders are advised that the circular setting out the terms and conditions of the
Scheme and the Mandatory Offer (“Circular”) and incorporating, inter alia, a notice
convening a meeting of Global shareholders (“Scheme Meeting”) has been posted to
Global shareholders today, 28 March 2019. The Circular will also be available on Global’s
website at https://www.global-ltd.co.za from 28 March 2019. Copies of the Circular may
be obtained during normal business hours from the registered office of Global at the
address provided in paragraph 3 below, from 28 March 2019 until the date of the Scheme
Meeting. Shareholders are advised to review the Circular for detailed information
regarding the Scheme, the Mandatory Offer and other related matters.
3. NOTICE CONVENING THE SCHEME MEETING
Notice is hereby given that the Scheme Meeting will be held at 10:00 on Tuesday,
30 April 2019 at Global’s registered office, Building 2, Clearwater Office Park, corner of
Christiaan De Wet and Millennium Roads, Strubensvalley, Roodepoort, Johannesburg 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 tables below setting out important dates and times in
relation to the Scheme and the Mandatory Offer.
4.1 The Scheme
2019
Record date for Shareholders to be recorded in the Register
in order to receive the Circular Friday, 15 March
Circular posted to Shareholders and Notice of Scheme
Meeting released on SENS Thursday, 28 March
Notice of Scheme Meeting published in the press Friday, 29 March
Scheme Offer opens for acceptance or rejection at 09:00
on (see Note 1 below) Friday, 29 March
Last day to trade in Global Shares in order to be recorded in
the Register to vote at the Scheme Meeting Monday, 15 April
Record date to be eligible to vote at the Scheme Meeting,
being the Scheme Voting Record Date, by close of trade Thursday, 18 April
Proxy forms to be lodged at, posted, or emailed to the
Transfer Secretaries by 10:00 on Friday, 26 April
Last date and time for Shareholders to give notice to Global
objecting, in terms of section 164(3) of the Companies Act,
to the Scheme Resolution for purposes of the Appraisal
Rights by 10:00 Tuesday, 30 April
Proxy forms not lodged with Transfer Secretaries to be
handed to the Chairman of the Scheme Meeting before
10:00 on Tuesday, 30 April
Scheme Meeting to be held at 10:00 on Tuesday, 30 April
Results of Scheme Meeting released on SENS Tuesday, 30 April
Results of the Scheme Meeting published in the press Thursday, 2 May
If the Scheme is approved by Scheme Members at the Scheme Meeting:
Last date for Global Shareholders who voted against the
Scheme Resolution to require Global 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 Global
Shareholders at the Scheme Meeting were exercised against
the Scheme Resolution Thursday, 9 May
Last date for Shareholders who voted against the Scheme to
apply to Court for leave to apply for a review of the Scheme
in terms of section 164(3)(b) Thursday, 16 May
Last date for Global to send objecting Shareholders notices
of the adoption of the Scheme Resolution, in accordance
with section 164 of the Companies Act Thursday, 16 May
The following dates assume 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:
Receive compliance certificate from the TRP Friday, 17 May
Scheme Finalisation Date announcement expected to be
released on SENS Friday, 17 May
Scheme Finalisation Date announcement expected to be
published in the press Monday, 20 May
Last day to trade in Global Shares to be entitled to receive
the Scheme Consideration Tuesday, 28 May
Suspension of listing of Shares at the commencement of
trade on the JSE Wednesday, 29 May
Scheme Offer closes for acceptance or rejection by 12:00
(see Note 1 below) on Friday, 31 May
Scheme Consideration Record Date, being the date on
which Scheme Participants who have elected to accept the
Scheme Offer (or who have made no election and thus are
deemed to have elected to accept the Scheme Offer and
receive the Scheme Consideration) will receive the Scheme
Consideration, at 17:00 on Friday, 31 May
Expected Scheme Implementation Date Monday, 3 June
Scheme Consideration will be sent by EFT or by cheque to
Certificated Shareholders who have lodged their Scheme
Form of Election, Surrender and Transfer with the Transfer
Secretaries on or prior to 12:00 on the Scheme Consideration
Record Date, on or about Monday, 3 June
Scheme Participants expected to have their accounts with
their CSDP or broker credited with the Scheme Consideration
on or about Monday, 3 June
Expected termination of listing of Shares on the JSE at the
commencement of trade on or about Tuesday, 4 June
Notes:
1. Shareholders may elect to either (i) reject the Scheme Offer and remain invested in
the Company, or (ii) accept the Scheme Offer, in whole or in part, and receive the
Scheme Consideration in accordance with their acceptance of the Scheme Offer. If
no election is made by a Shareholder on or before the Scheme Consideration Record
Date, then such Shareholder shall be deemed to have elected to accept the Scheme
Offer immediately prior to the expiry of such Scheme Consideration Record Date and
shall, subject to the Scheme becoming unconditional, receive the Scheme
Consideration.
2. All dates and times are subject to change and/or may be subject to certain
regulatory approvals, including but not limited to that of the TRP and/or the JSE,
being granted. Any change will be released on SENS and published in the press.
3. Shareholders should note that, as trade in Shares on the JSE is settled through Strate,
settlement of trades takes place three Business Days after the date of such trades.
Therefore, Shareholders who acquire Shares on the JSE after the Voting LDT will not
be entitled to vote at the Scheme Meeting.
4. Shareholders who wish to exercise their Appraisal Rights are referred to Annexure 9
to the Circular for purposes of determining the relevant timing for the exercise of their
Appraisal Rights.
5. Dematerialised Shareholders, other than those with “own name” registration, must
provide their CSDP or broker with their instructions for voting at the Scheme Meeting
by the cut-off time and date stipulated by their CSDP or broker in terms of their
respective custody agreements.
6. No dematerialisation or rematerialisation of Shares may take place from the Business
Day following the Scheme Consideration LDT.
7. 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.
8. Although the salient dates and times stated are 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 Regulations, where
applicable, and any such consents or dispensations must be specifically applied for
and granted.
9. All times referred to in the Circular are references to South African time.
4.2 The Mandatory Offer
2019
Record date for Shareholders to be recorded in the
Register in order to receive the Circular Friday, 15 March
Circular posted to Shareholders and distribution thereof
announced on SENS Thursday, 28 March
Mandatory Offer opens at 09:00 on Friday, 29 March
Last day to trade in Global Shares in order to be eligible
to participate in the Mandatory Offer Tuesday, 14 May
Global Shares trade “ex” the right to participate in the
Mandatory Offer Wednesday, 15 May
Mandatory Offer closes at 12:00 on Friday, 17 May
Mandatory Offer Record Date, being the final date upon
which Shareholders must be recorded in the Register in
order to be eligible to participate in the Mandatory Offer Friday, 17 May
Payment date, as per notes 6 and 7 below, with last
payment on Monday, 20 May
Results of the Mandatory Offer announced on SENS Monday, 20 May
Results of the Mandatory Offer published in the press Tuesday, 21 May
Notes:
1. Certificated Shareholders are required to complete and return the attached
Mandatory Offer Form of Acceptance in accordance with the instructions
contained therein to be received by the Transfer Secretaries by no later than 12:00
on the Mandatory Offer Closing Date.
2. Any change to the above dates and times will be agreed upon by ARC and
Global and advised to Shareholders by release on SENS and, if required,
publication in the South African press.
3. No dematerialisation or rematerialisation of Shares will take place between
Wednesday, 15 May 2019 and Friday, 17 May 2019, both days inclusive.
4. All times indicated above are South African times.
5. Mandatory Offer Participants should note that acceptance of the Mandatory
Offer will be irrevocable.
6. Certificated Shareholders who accept the Mandatory Offer will have the
Mandatory Offer Consideration posted to them or transferred to them by way of
EFT (depending on the election in the Mandatory Offer Form of Acceptance) by
no later than the Mandatory Offer Payment Date, being within 6 Business Days of
the date on which such Shareholders deliver their Mandatory Offer Form of
Acceptance and Documents of Title to the Transfer Secretaries with final payment
being made on the first Business Day after the Mandatory Offer Closing Date.
7. Dematerialised Shareholders who accept the Mandatory Offer will have their
accounts at their CSDP or broker updated by no later than the Mandatory Offer
Payment Date, being within 6 Business Days of the date on which the CSDP or
brokers of such Shareholders notify the Transfer Secretaries of their acceptance of
the Mandatory Offer with final payment being made on the first Business Day after
the Mandatory Offer Closing Date.
8. In the event that the Scheme does not become operative, the Mandatory Offer
will remain in place.
By order of the Board
Johannesburg
28 March 2019
Designated Advisor
Arbor Capital Sponsors Proprietary Limited
Date: 28/03/2019 04:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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