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CLOVER INDUSTRIES LIMITED - Update on timing of the implementation of the Clover Scheme

Release Date: 26/04/2019 09:00
Code(s): CLR     PDF:  
 
Wrap Text
Update on timing of the implementation of the Clover Scheme

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")


UPDATE ON TIMING OF THE IMPLEMENTATION OF THE CLOVER SCHEME

Shareholders of Clover ("Shareholders") are referred to the circular ("Scheme Circular") containing
details of the firm intention by Milco SA to acquire the entire issued share capital of Clover, on a fully
diluted basis, such that thereafter there will be no remaining rights exercisable or convertible into
shares (the "Proposed Transaction"), through a scheme of arrangement in terms of section 114 of
the Companies Act, No. 71 of 2008, as amended between Clover and its shareholders.

Unless otherwise defined, all capitalised terms have the same meanings as defined in the Scheme
Circular.

Shareholders are advised that the Proposed Transaction is still subject to the fulfilment or waiver, as
the case may be, of the following conditions set out in the Scheme Circular:

1. approval of the Proposed Transaction by the relevant Competition Authorities;

2. the issuance by the TRP of a compliance certificate in respect of the Proposed Transaction in
   terms of section 119(4)(b) of the Companies Act; and

3. by no later than the date on which the last of the aforementioned conditions is fulfilled or such
   later date if there is a dispute as to whether a Material Adverse Change has occurred (but by no
   later than the Long Stop Date, Milco not having terminated the Proposed Transaction as a result
   of a Material Adverse Change.

Accordingly, the implementation of the Proposed Transaction will not accord with the expected timing
as contained in the Scheme Circular. In particular, the anticipated finalisation date of Friday, 3 May
2019 will be delayed.

A finalisation announcement will be released on SENS and published in the South African press
notifying Shareholders once the aforementioned Conditions Precedent have been met as well as
providing Shareholders with the updated salient dates and times for the implementation of the
Proposed Transaction.

Shareholders are further referred to the announcement by Brimstone on SENS dated 12 April 2019,
wherein Brimstone advised that it has entered into an agreement with Milco and IBBL, to facilitate
Brimstone’s exit from its participation in the Proposed Transaction. In terms of the agreement, IBBL
(or its affiliates) will facilitate Brimstone’s exit by agreeing to acquire Brimstone’s interest in Milco
on 31 December 2019, if by that date Brimstone has not been able to secure a suitable replacement
broad-based black economic empowerment investor.

Brimstone also indicated that is in the process of obtaining a ruling from the JSE (“JSE Ruling”) as
to the regulatory implications from a JSE Listings Requirements perspective of Brimstone’s exit from
the Proposed Transaction, which ruling was announced by the Brimstone on 18 April 2019 confirming
that the provisions of Section 9 of the JSE Listings Requirements are not applicable i.e. Brimstone
will therefore not be required to call a shareholders’ meeting for their subscription in Milco nor its
decision to not proceed with this investment. As a result of the JSE Ruling, Shareholders are advised
that the Condition Precedent relating to the approval by Brimstone shareholders for the subscription
amount for a 15% shareholding in Milco is no longer applicable.

Johannesburg
26 April 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: 26/04/2019 09:00:00 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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