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AFRICAN PHOENIX INVESTMENTS LIMITED - Scheme Repurchase Finalisation Announcement and Timetable

Release Date: 07/06/2019 08:30
Code(s): AXL AXLP     PDF:  
 
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Scheme Repurchase Finalisation Announcement and Timetable

AFRICAN PHOENIX INVESTMENTS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1946/021193/06)
Ordinary share code: AXL      ISIN: ZAE000221370
Hybrid instrument code: AXLP     ISIN: ZAE000221388
(“African Phoenix” or “the Company”)


SCHEME REPURCHASE FINALISATION ANNOUNCEMENT AND TIMETABLE


INTRODUCTION

Shareholders are referred to the announcements released on SENS on 7 September 2018,
18 February 2019, 15 March 2019, 20 March 2019, 26 March 2019, 29 March 2019, 4 April 2019 and
5 June 2019 and to the circular distributed to Shareholders on 18 February 2019 (the "Circular"). Terms
defined in the Circular shall, unless otherwise stated, bear the same meaning in this announcement.

In the 'Further Update on the Proposed Transactions' announcement released on SENS by the Company
on 4 April 2019, Shareholders were notified that the Company had made application to the court for
approval of Special Resolution Number 1 (relating to the Scheme Repurchase) in terms of
section 115(3)(a), read with section 115(7), of the Companies Act (the "Application").

IMPLEMENTATION OF THE SCHEME REPURCHASE

As Shareholders were advised in the 'Further Update On The Proposed Transactions – Scheme
Repurchase Court Approval' announcement released on SENS by the Company on 5 June 2019, all the
Scheme Repurchase Conditions relating to the implementation of the Scheme Repurchase have been
fulfilled and/or waived (to the extent permitted) and the Scheme Repurchase has become unconditional
following the granting of a court order on or about 5 June 2019 approving Special Resolution Number 1
(relating to the Scheme Repurchase) pursuant to the Application.

Consequently, in accordance with the terms and conditions of the Scheme Repurchase as set out more
fully in the Circular, the Company will proceed to implement the Scheme Repurchase in terms of which
Scheme Repurchase Participants shall dispose of their Preference Shares to the Company on the
Operative Date (as set out in the important dates and times indicated below), in exchange for the Scheme
Repurchase Consideration and the Company shall repurchase all the Preference Shares from the
Scheme Repurchase Participants as at the Operative Date and delist all of the Preference Shares from
the Main Board of the exchange operated by the JSE on or about Tuesday, 25 June 2019.

IMPORTANT DATES AND TIMES

The salient dates for the implementation of the Scheme Repurchase are as follows:

                                                                                                        2019

 Last day to trade in order to be recorded on the Register in order to be eligible to
 participate in the Scheme Repurchase                                                       Tuesday, 18 June

 Suspension of listing of Preference Shares on the JSE expected to take place at the
 commencement of trade on                                                                 Wednesday, 19 June

 Forms of Surrender and Transfer (yellow) to be received from Preference Shareholders
 holding Certificated Preference Shares by the Transfer Secretaries on or before 12:00
 on                                                                                          Friday, 21 June

 Scheme Repurchase Record Date                                                               Friday, 21 June

 Operative Date                                                                              Monday, 24 June

 Scheme Repurchase Participants who are Dematerialised Shareholders expected to              
 have their accounts held at their CSDP or Broker credited with the Scheme Repurchase
 Consideration on or about                                                                   Monday, 24 June

 Scheme Repurchase Consideration expected to be paid/posted to Scheme Repurchase
 Participants who are Certificated Preference Shareholders (provided their Forms of
 Surrender and Transfer (yellow) and Documents of Title are received on or prior to
 12:00 on the Scheme Repurchase Consideration Record Date) on or about                       Monday, 24 June

 Termination of listing of the Preference Shares on the JSE expected to take place at the
 commencement of trade on or about                                                          Tuesday, 25 June

 1.   On the Operative Date, each Scheme Repurchase Participant shall be deemed to have transferred to African
      Phoenix all their Preference Shares, without any further act or instrument being required. Scheme Repurchase
      Participants shall be deemed to have irrevocably authorised and instructed African Phoenix to cause the
      Preference Shares to be transferred to African Phoenix on or at any time after the Operative Date and to take
      all such steps and sign all such documents as may be necessary to procure such transfer.
 2.   Scheme Repurchase Participants shall be deemed to have appointed African Phoenix as agent to procure that
      the Scheme Repurchase Consideration is paid to the Scheme Repurchase Participants in accordance with the
      provisions of the Scheme Repurchase
 3.   Preference Shareholders may not dematerialise their Preference Shares after the last day to trade on Tuesday,
      18 June 2019.

APPRAISAL RIGHTS

In the 'Results of General Meeting' announcement released on SENS by the Company on
20 March 2019, the Company notified Shareholders that it had received objection notices in terms of
section 164(3) of the Companies Act from three Preference Shareholders holding in aggregate 1 252 598
Preference Shares. These Preference Shareholders have demanded that the Company acquire their
affected Preference Shares as envisaged in section 164 of the Companies Act. Accordingly, the
Company will, concurrently with the implementation of the Scheme Repurchase, continue to treat, and
engage with, such Preference Shareholders in accordance with section 164 of the Companies Act.



Johannesburg
7 June 2019

Financial advisor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Legal advisor
Webber Wentzel

Sponsor
Merchantec Capital

Date: 07/06/2019 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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