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GLOBAL ASSET MANAGEMENT LIMITED - Finalisation Announcement in respect of the Scheme of Arrangement

Release Date: 17/05/2019 11:10
Code(s): GAM     PDF:  
 
Wrap Text
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
            R2.10; and
      -     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:

                                                                                        2019
     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

     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 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

Johannesburg
17 May 2019

Designated Advisor
Arbor Capital Sponsors Proprietary Limited

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