To view the PDF file, sign up for a MySharenet subscription.

RECM AND CALIBRE LIMITED - Mandatory Offer by Livingstone, a wholly-owned subsidiary of RAC, to Astoria shareholders

Release Date: 05/11/2019 14:39
Code(s): RACP ARA     PDF:  
 
Wrap Text
Mandatory Offer by Livingstone, a wholly-owned subsidiary of RAC, to Astoria shareholders

ASTORIA INVESTMENTS LIMITED                       RECM AND CALIBRE LIMITED
(Incorporated in the Republic of Mauritius)       (Incorporated in the Republic of South Africa)
Registration number 1297585 C1/GBL                Registration number 2009/012403/06
SEM share code: ATIL.N0000                        Preference Share Code: RACP
JSE share code: ARA                               ISIN: ZAE000145041
NSX share code: ARO                               ("RAC")
ISIN: MU0499N00007
(“Astoria”)

ANNOUNCEMENT IN RELATION TO A MANDATORY OFFER BY LIVINGSTONE, A WHOLLY-OWNED
SUBSIDIARY OF RAC, TO ASTORIA SHAREHOLDERS

1.    INTRODUCTION

Astoria shareholders are advised that RAC, acting through its wholly-owned subsidiary, Livingstone
Investments Proprietary Limited (“the Offeror”), will make a mandatory offer ("Mandatory Offer") to
shareholders of Astoria to acquire the remaining shares not already owned by it (“Offer Shares"), in
terms of Rule 33(1)(c) of the Mauritian Securities (Takeover) Rules 2010 (“Takeover Rules”).

The Offeror is not acting in concert with any other party.

The Offeror is the beneficial holder of 78.45% of the issued share capital of Astoria. There is no
agreement in place between the Offeror and Astoria in relation to any shares.

2.    TERMS OF THE MANDATORY OFFER

The price per Offer Share (“Offer Price”) will be 240 South African cents per Offer Share, to be settled
in cash, which represents the highest price paid by the Offeror in acquiring shares of Astoria during
the 6-month period prior to 4 November 2019, being the date of this announcement.

In accordance with Rule 35 of the Takeover Rules, the Mandatory Offer will not be subject to any
conditions.

The Mandatory Offer will open on a date to be determined and shareholders will be advised of
the details thereof in due course.

3.    FINANCIAL RESOURCES CONFIRMATION

The board of directors of the Offeror hereby confirms that it has sufficient cash resources available to
satisfy acceptance of the Mandatory Offer, which could result in an amount of up to ZAR 63 584 047
being paid to Astoria shareholders.

4.    MANDATORY OFFER DOCUMENT

A copy of the Mandatory Offer document will be distributed to the Astoria shareholders in accordance
with Rule 17 of the Takeover Rules.

5.    BOARD RESPONSIBILITY STATEMENT

The board of the Offeror accepts full responsibility for the accuracy of the information contained in
this announcement.



5 November 2019
Mauritius

Sponsor and Corporate Advisor to RAC
Questco Corporate Advisory Proprietary Limited
and
Questco Proprietary Limited

JSE Sponsor to Astoria
Java Capital

SEM Sponsor to Astoria
GB Capital

NSX Sponsor to Astoria
Namibia Equity Brokers Proprietary Limited

Date: 05/11/2019 02:39:00
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.

Email this JSE Sens Item to a Friend.

Share This Story