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CLOVER INDUSTRIES LIMITED - Finalisation announcement: Clover Scheme

Release Date: 27/09/2019 08:45
Code(s): CLR     PDF:  
 
Wrap Text
Finalisation announcement: 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 SA”) 
NSX Ordinary Share code: CLN                            
ISIN: ZAE000152377                                      
(“Clover”)                                              
 

FINALISATION ANNOUNCEMENT: CLOVER SCHEME 

Shareholders are referred to the joint Firm Intention Announcement released on the Stock Exchange 
News Service (“SENS”) on 4 February 2019 (and using the terms defined therein unless otherwise 
stated) in which they were informed that Milco SA, had made an offer to acquire all the shares in 
Clover for the Scheme Consideration.  
 
Shareholders were further advised, in the Report on Proceedings at the Scheme Meeting 
announcement released on SENS on 29 March 2019, that all resolutions necessary to implement the 
Scheme were approved by the requisite majority of votes.  
 
Further to the SENS announcements released on 19 July 2019 and on 10, 17, 20 and 26 September 
2019, Clover and Milco SA are pleased to confirm that all conditions precedent to the Scheme have 
now been fulfilled.  
 
The Scheme will therefore be implemented, in accordance with the timetable below: 
 
    Item                                                                                                2019
    Delisting application submitted to the JSE on                                       Friday, 27 September
    Finalisation announcement to be published in the South African press 
    on                                                                                  Monday, 30 September
    Last day to trade in Clover Shares in order to be recorded in the 
    Register on the Scheme Record Date (Scheme Last Day to Trade)                         Tuesday, 8 October
    Suspension of listing of Clover Shares on the JSE and the NSX on                    Wednesday, 9 October 
    Scheme Consideration Record Date on which Shareholders must be 
    recorded in the Register to receive the Scheme Consideration (refer                   Friday, 11 October
    note 3) 
    Operative Date of the Scheme on                                                       Monday, 14 October
    Scheme Consideration paid to Certificated Scheme Participants who 
    have lodged their Form of Surrender and Transfer and Documents of 
    Title with the Transfer Secretaries on or prior to 12:00 on the Scheme 
    Record Date on                                                                        Monday, 14 October
    Dematerialised Scheme Participants’ accounts with their CSDP or 
    broker credited with the Scheme Consideration on                                      Monday, 14 October
    Termination of listing of Clover Shares on the JSE and the NSX at 
    commencement of trade on                                                             Tuesday, 15 October

Notes: 
1.   All times indicated in this announcement are local times in South Africa. 
2.   Share certificates may not be dematerialised or rematerialised after the Scheme Last Day to Trade. 
3.   Shareholders should note that as transactions in Clover shares are settled in the electronic settlement 
     system used by Strate, settlement of trades takes place three Business Days after such trade. Therefore, 
     persons who acquire Clover shares on or prior to the Scheme Last Day to Trade (Tuesday, 8 October 2019), 
     will participate in the Scheme (i.e. sell their Clover shares to Milco SA, in accordance with the Scheme for 
     the Scheme Consideration).  
 
Johannesburg 
Friday, 27 September 2019  
  
Sponsor to Clover 
RAND MERCHANT BANK (A division of FirstRand Bank Limited)   
 
NSX Sponsor to Clover 
MERCHANTEC CAPITAL NAMIBIA PROPRIETARY LIMITED  
 
Legal adviser to Clover 
WERKSMANS  
 
Financial adviser and investment bank to Milco 
RAND MERCHANT BANK (A division of FirstRand Bank Limited) 
 
Financial adviser to The Central Bottling Company  
HSBC  
 
Legal adviser to Milco 
ENS AFRICA 
 
 




 

Date: 27/09/2019 08:45:00
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