Finalisation Announcement in respect of the Scheme of Arrangement
GLOBAL ASSET MANAGEMENT LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2002/003192/06)
Share Code: GAM ISIN: ZAE000173498
("Global" or “the Company”)
FINALISATION ANNOUNCEMENT IN RESPECT OF THE SCHEME OF ARRANGEMENT
Unless defined herein, terms used in this announcement shall bear the same meaning as set
out in the Circular, as defined below.
1. Fulfilment of Conditions Precedent
1.1 Shareholders are referred to the circular issued by Global to its shareholders on Thursday,
28 March 2019 (“Circular”) regarding, inter alia:
- an offer by the Company to all Shareholders, except the Remaining Shareholders
and the Voting Pool Shareholders, in terms of section 48 of the Companies Act, to
be effected by way of a scheme of arrangement in terms of section 114(1) of the
Companies Act, proposed by the Independent Board between the Company and
its Shareholders in terms of which, if implemented, the Company will acquire all of
the Scheme Shares from the Scheme Participants for the Scheme Consideration of
- the termination of the listing of Global’s Shares on the AltX.
1.2 Shareholders are further referred to the announcement published on SENS and in the
press on 30 April 2019 and 2 May 2019, respectively, which advised shareholders that all
the resolutions required for the approval of the Scheme had been passed by the requisite
majority of shareholders entitled to vote at the Scheme Meeting held on 30 April 2019.
1.3 Shareholders are advised that:
- the Takeover Regulation Panel has issued a compliance certificate in respect of the
Scheme in terms of section 119(4)(b) of the Companies Act; and
- the implementation of the Scheme Resolution is not required to be approved by the
Court, nor will Global treat the Scheme Resolution as a nullity as contemplated in
section 115(5)(b) of the Companies Act.
Accordingly, all Conditions Precedent to the Scheme have now been fulfilled and the
Scheme has become unconditional and capable of implementation.
1.4 In accordance with the terms of the Scheme, as detailed in the Circular, Shareholders
who elect to accept the Scheme Offer (or who make no election and thus are deemed
to have elected to accept the Scheme Offer and receive the Scheme Consideration)
shall be deemed with effect from the Scheme Implementation Date to have disposed of
their Shares to the Company, which will be deemed to have acquired ownership of the
Shares on the Scheme Implementation Date, in exchange for the cash consideration of
R2.10 per Share.
1.5 As a consequence of the Scheme, the Delisting will be implemented on Tuesday,
4 June 2019.
2. Final salient dates and times
The timetable for the finalisation and implementation of the Scheme is as follows:
Scheme Finalisation Date announcement released on SENS Friday, 17 May
Scheme Finalisation Date announcement 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
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 to have their accounts with their CSDP or
broker credited with the Scheme Consideration on or about Monday, 3 June
Termination of listing of Shares on the JSE at the
commencement of trade on Tuesday, 4 June
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 receive the Scheme Consideration.
2. No dematerialisation or rematerialisation of Shares may take place from the Business
Day following the Scheme Consideration LDT.
3. All times referred to in this announcement are references to South African time.
By order of the Board
17 May 2019
Arbor Capital Sponsors Proprietary Limited
Date: 17/05/2019 11:10:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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