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Firm intention to make an offer to acquire Avior shares by scheme, delisting and withdrawal of cautionary
AVIOR CAPITAL MARKETS HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2015/086358/06)
JSE share code: AVR ISIN: ZAE000211637
(“Avior” or “the company”)
FIRM INTENTION ANNOUNCEMENT TO MAKE AN OFFER TO ACQUIRE ISSUED SHARES OF AVIOR BY SCHEME OF ARRANGEMENT,
THE DELISTING OF AVIOR AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. Introduction
Shareholders are referred to the cautionary announcements released on SENS on 30 July 2019,
13 September 2019 and 29 October 2019 wherein shareholders were advised that the board of directors of Avior
(the “board”) was investigating the delisting of the company’s shares from the JSE.
Shareholders are advised that Avior has received a notice of firm intention from Char Trade 117 CC t/a Ace Retail
Solutions (the “offeror”) to make an offer to acquire all of the issued ordinary shares of Avior, excluding the
Avior shares held by Stately Horse Properties Proprietary Limited (“Stately Horse”) and Mr. Kevin Mattison
(“Mattison”) (the “Avior minority shares”) by way of a scheme of arrangement in terms of section 114 of the
Companies Act, No. 71 of 2008 (the “Companies Act”), between Avior and its shareholders (the “scheme”).
Implementation of the scheme will result in Avior’s delisting from the JSE.
If the scheme fails, and the offeror so elects, the offeror will make a general offer to Avior shareholders to acquire
all of the Avior minority shares (the “general offer”). The general offer will be made pursuant to paragraph
1.15(d) of the JSE Listings Requirements and in compliance with the relevant provisions of Chapter 5 of the
Companies Act and the Companies Act Regulations promulgated thereunder (the “Takeover Regulations”). The
general offer will be integrally connected to a delisting proposal (pursuant to paragraph 1.14 as read with
paragraph 1.15 of the JSE Listings Requirements). Following the general offer, Avior will be delisted and will
be an unlisted subsidiary of Stately Horse.
2. Terms and conditions of the scheme and general offer
2.1. Offer price
In terms of the scheme (or if the scheme fails and the offeror so elects, the general offer) the cash
consideration payable by the offeror to Avior shareholders in respect of the Avior shares will be 67 cents
per Avior share, for an aggregate amount not exceeding R6 568 812.00 (the “cash consideration”).
2.2. Conditions precedent
2.2.1. The scheme
The scheme will be subject to, inter alia, the fulfilment, or waiver (in whole or in part) by the offeror,
at its sole discretion, of the following conditions:
2.2.1.1. the approval of the scheme by the requisite majority of Avior shareholders, as contemplated
in section 115(2) of the Companies Act, and:
2.2.1.1.1. to the extent required, the approval of the implementation of such resolution
by the court; and
2.2.1.1.2. if applicable, Avior not treating the aforesaid resolution as a nullity, as
contemplated in section 115(5)(b) of the Companies Act;
2.2.1.2. with regard to Avior shareholders exercising their appraisal rights under section 164 of the
Companies Act (if any), either: (i) no Avior shareholders give notice objecting to the
scheme as contemplated in section 164(3) of the Companies Act and vote against the
scheme at the relevant meeting; or (ii) if any Avior shareholders give notice objecting to
the scheme and vote against the scheme at the general meeting then, within the time period
permitted in terms of the Companies Act, no dissenting shareholders have exercised
appraisal rights, by giving valid demands in terms of sections 164(5) to 164(8) of the
Companies Act; provided that this condition precedent will not fail the offeror elects to
waive this condition;
2.2.1.3. the receipt of unconditional approvals, consents or waivers from all regulatory bodies
necessary to implement the transaction including, but not limited to the Takeover
Regulation Panel (in terms of the compliance certificate to be issued in terms of the
Companies Act in relation to the transaction).
The condition set out in paragraph 2.2.1.2 above is for the benefit of the offeror and may be waived
by the offeror in its sole discretion by notice in writing to Avior. The conditions set out in paragraphs
2.2.1.1 and 2.2.1.3 are of a regulatory nature and cannot be waived.
2.2.2. The general offer
If the scheme fails, the general offer will be subject to, inter alia, the fulfilment, or waiver (in whole
or in part) by the offeror, at its sole discretion, of the following conditions:
2.2.2.1. approval of the delisting resolution by the requisite majority of voting shareholders at the
general meeting, excluding any controlling shareholder, its associates and any party acting
in concert as per paragraph 1.15 of the JSE Listings Requirements;
2.2.2.2. all clearances required to effect the general offer are granted, including without being
limited to:
2.2.2.2.1. approval of the Takeover Regulation Panel (in terms of the compliance
certificate to be issued in terms of the Companies Act in relation to the general
offer); and
2.2.2.2.2. approval of the JSE, including among other things, all approvals required
from the JSE in connection with the termination of the listing of Avior shares
from the AltX Board of the JSE, if the delisting resolution has been passed,
pursuant to paragraph 1.15(d) of the JSE Listings Requirements.
The condition set out in paragraph 2.2.2.1 above is for the benefit of the offeror and may be waived
by the offeror in its sole discretion by notice in writing to Avior. The conditions set out in paragraph
2.2.2.2 are of a regulatory nature and cannot be waived.
2.3. Appointment of independent board and an independent expert
An independent sub-committee of the board of directors of Avior, comprising at least 3 directors of Avior,
will be formed, comprising the independent board for the purposes of considering the scheme and general
offer in accordance with the requirements of the Takeover Regulations.
The Avior independent board has appointed Mazars Corporate Finance Proprietary Limited (the
“independent expert”) to act as independent expert in accordance with the requirements of the Takeover
Regulations (and the JSE Listings Requirements) to advise the independent board and report to the
independent board on the scheme and general offer by way of a fair and reasonable opinion. The
independent expert’s full report will be included in the circular issued to Avior shareholders.
3. Ability to proceed with the general offer
The offeror has confirmed to the Takeover Regulation Panel that it has sufficient funds to fully satisfy the cash
consideration. In this regard, the offeror has procured the issue of an irrevocable unconditional bank guarantee
in accordance with Regulation 111(4) and 111(5) of the Takeover Regulations from Investec Bank Limited
confirming that sufficient funds are available to fully satisfying the cash consideration.
4. Shareholding in Avior
The offeror holds no Avior shares.
Stately Horse, of which Peter Koutromanos is the sole director, and a beneficiary of the trust which owns 100%
of Stately Horse, constitutes a deemed concert party of the offeror by virtue of being excluded from the scheme,
holds 89 079 063 Avior shares, representing approximately 60.89% of Avior shares in issue.
Mattison, who constitutes a deemed concert party of the offeror by virtue of being excluded from the scheme,
holds 47 401 840 Avior shares, representing approximately 32.40% of Avior shares in issue.
5. Irrevocable undertakings to vote in favour of the scheme and the general offer (and subsequent delisting of Avior)
The following shareholders have given irrevocable undertakings to vote in favour of any resolutions proposed by
Avior in respect of the scheme or the general offer (and subsequent delisting of Avior):
Number of shares % of issued % of issued
shares shares (excluding
Stately Horse
and Mattison)
Nitrogen Fund Managers Proprietary Limited 1 136 500 0.78 11.59
HN Botha 941 100 0.64 9.60
JC Miller 880 000 0.60 8.98
J Bechoo 641 100 0.44 6.54
Laurium Capital 567 600 0.39 5.79
PM Hodgson 300 000 0.21 3.06
DF Lerche 271 042 0.19 2.76
AJ Healey 268 200 0.18 2.74
SR Campbell 255 800 0.17 2.61
Tathis Trust 110 000 0.08 1.12
Total 5 371 072 3.68 54.79
6. Responsibility statements
The offeror and, to the extent that the information relates directly to Avior, the independent board of directors of
Avior:
- accepts responsibility for the information contained in this announcement;
- confirms that to the best of its knowledge and belief, the information contained in this announcement is
true and correct; and
- confirms that this announcement does not omit anything likely to affect the importance of the information
contained in it.
7. Circular posting date
A circular detailing the scheme and the general offer is in the process of being prepared. It is anticipated that the
circular will be posted to Avior shareholders on or about 18 December 2019.
Shareholders will be advised of the posting of the circular by means of a SENS announcement.
8. Withdrawal of cautionary
Avior shareholders are advised that caution is no longer required to be exercised in their dealings in Avior shares.
28 November 2019
Corporate advisor and designated advisor
Java Capital
Date: 28-11-2019 05:30:00
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