Wrap Text
Posting of circular and salient dates and times
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”)
POSTING OF CIRCULAR AND SALIENT DATES AND TIMES
Shareholders are referred to the firm intention announcement released on SENS on 28 November 2019 as well as the
announcement released on SENS on 5 December 2019 regarding the firm intention by 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 and Mr. Kevin Mattison (the “Avior minority shares”)
(the “transaction”).
Shareholders are advised that Avior has, on Wednesday, 18 December 2019, issued a circular (the “circular”) to its
shareholders relating to:
- a scheme of arrangement in terms of section 114(1)(c) of the Companies Act (read with section 115 of the
Companies Act) proposed by the Avior board (on recommendation of the independent board) between Avior and
Avior shareholders, which, if implemented, will result in the offeror acquiring all of the Avior shares held by
scheme participants, excluding the excluded shareholders for the scheme consideration of 67 cents per Avior
share (the “scheme”);
- a general offer, which runs concurrently to the scheme, by the offeror to Avior shareholders in terms of section
117(i)(c)(v) of the Companies Act and paragraph 1.15(c) of the JSE Listings Requirements to acquire all of the
Avior shares held by Avior shareholders, excluding the excluded shareholders for the general offer consideration
of 67 cents per Avior share and which will, if the scheme fails, be automatically implemented, subject to the
fulfilment or waiver of the general offer conditions; and
- the termination of the listing of all Avior shares from the AltX board of the JSE pursuant to the implementation
of the scheme or, if the scheme fails, the general offer and the approval of the delisting resolution in terms of
paragraph 1.15(a) of the JSE Listings Requirements (the “delisting”).
Copies of the circular are available on the company’s website at (https://avior.co.za/investor-centre/circulars-and-
announcements/) and may also be obtained from the registered offices of Avior, situated at 11th Floor, South Tower, 140
West Street, Sandown, Sandton, 2196, during normal office hours from Wednesday, 18 December 2019, up to and
including Monday, 20 January 2020, or if the scheme fails, the date upon which the general offer closes.
A general meeting of Avior shareholders will be held at 10:00 on Monday, 20 January 2020 at the registered offices of
Avior, situated at 11th Floor, South Tower, 140 West Street, Sandown, Sandton, 2196, for purposes of considering and,
if deemed fit, passing, with or without modification, the resolutions required to approve, inter alia, the scheme and
the delisting.
SALIENT DATES AND TIMES IN RESPECT OF THE TRANSACTION
Set out below are the salient dates and times assuming the successful implementation of the scheme:
2019
Record date to determine which Avior shareholders are entitled to receive this circular Friday, 6 December
Circular together with the accompanying notice convening the general meeting, form
of proxy and form of surrender and transfer and general offer form posted to Avior
shareholders on Wednesday, 18 December
Announcement relating to the issue of the circular (together with the notice of the
general meeting) released on SENS on Wednesday, 18 December
Announcement relating to the issue of the circular (together with the notice of the
general meeting) published in the press on Thursday, 19 December
2020
Last date to trade in Avior shares on the JSE in order to be recorded on the register to
vote at the general meeting on Tuesday, 7 January
Record date to be eligible to vote at the general meeting, being the voting record date,
by the close of trade on Friday, 10 January
Last date and time to lodge forms of proxy in respect of the general meeting with the
transfer secretaries by 10:00 on (alternatively, the form of proxy may be handed to the
chairperson of the general meeting at any time) Thursday, 16 January
Last date and time for Avior shareholders to give notice of their objections to the
special resolution approving the scheme in terms of section 164(3) of the Companies
Act by no later than 10:00 on Monday, 20 January
The general meeting held at 10:00 on Monday, 20 January
Results of the general meeting released on SENS on Monday, 20 January
Results of the general meeting published in the press on Tuesday, 21 January
If the scheme is approved by Avior shareholders at the general meeting with sufficient voting rights such that no
shareholder may require the company to obtain court approval for the scheme as contemplated in section 115(3)(a)
of the Companies Act:
Last date for shareholders who voted against the scheme to require Avior to seek court
approval for the scheme in terms of section 115(3)(a) of the Companies Act, if at least
15% of the total votes of shareholders at the general meeting were exercised against
the scheme Monday, 27 January
Last date on which Avior shareholders can make application to the court in terms of
section 115(3)(b) of the Companies Act on Monday, 3 February
Last date for Avior to give notice of adoption of the special resolution approving the
scheme to Avior shareholders objecting to the special resolution on Monday, 3 February
If no Avior shareholders exercise their rights in terms of section 115(3)(a) or section 115(3)(b) of the Companies
Act:
Finalisation date expected to be on Tuesday, 4 February
Finalisation date announcement expected to be released on SENS by 11:00 on Tuesday, 4 February
Finalisation date announcement expected to be published in the press on Wednesday, 5 February
Expected last date to trade in Avior shares on the JSE in order to be recorded on the
register on the scheme record date to receive the scheme consideration on Tuesday, 11 February
Expected date of the suspension of listing of Avior shares on the JSE at the
commencement of trade on Wednesday, 12 February
Expected scheme record date on which Avior shareholders must be recorded in the
register to receive the scheme consideration by close of trade on Friday, 14 February
Expected operative date of the scheme on Monday, 17 February
Expected implementation date, being the date on which the scheme consideration will
be paid to scheme participants (provided their form of surrender and transfer and
documents of title are received on or before 12:00 on the scheme record date) Monday, 17 February
Expected date on which dematerialised shareholders who are scheme participants will
be paid the scheme consideration Monday, 17 February
Expected termination of listing of Avior shares on the JSE at the commencement of
trade on or about Tuesday, 18 February
Salient dates and times of the general offer:
The scheme and the general offer together comprise an offer to acquire the Avior minority shares. Accordingly, the
scheme and general offer will run concurrently. If the scheme fails, the general offer will automatically be
implemented, subject to the fulfilment or waiver of the general offer conditions. The relevant dates in respect of the
general offer will be confirmed in an announcement post failure of the scheme
Notes:
1. All times given in this announcement are local times in South Africa and may be changed by mutual agreement between
Avior and the offeror (subject to the approval of the JSE and/or the TRP, if required). The dates have been determined
based on certain assumptions regarding the date by which certain shareholder and regulatory approvals will be obtained
and that no court approval or review of the scheme resolution will be required. Any change in the dates and times will
be released on SENS and published in the press.
2. A form of proxy not lodged with the transfer secretaries may be handed to the chairperson of the general meeting at any time
3. If the general meeting is adjourned or postponed, a form of proxy submitted for the initial general meeting will remain
valid in respect of any adjournment or postponement of the general meeting, unless it is withdrawn.
4. If the general meeting is adjourned or postponed then forms of proxy that have not yet been submitted should be lodged with
the transfer secretaries by no later than two business days before the adjourned or postponed general meeting but may
nonetheless be handed to the chairperson of the adjourned or postponed general meeting at any time.
5. Avior shareholders should note that as transactions in shares are settled in the electronic settlement system used by
Strate, settlement of trades takes place three business days after such trades. Therefore, Avior shareholders who acquire
Avior shares after close of trade on Tuesday, 7 January 2020 will not be eligible to vote at the general meeting.
6. No dematerialisation or rematerialisation of Avior shares may take place after the last date to trade in Avior shares
on the JSE in order to be recorded on the register to vote at the general meeting on Tuesday, 7 January 2020.
7. If the scheme is approved by such number of Avior shareholders at the general meeting so that a Avior shareholder
may require Avior to obtain court approval of the scheme as contemplated in section 115(3)(a) of the Companies Act,
and if an Avior shareholder in fact delivers such a request, the dates and times set out above will require amendment.
Avior shareholders will be notified separately of the applicable dates and times under this process.
8. If any Avior shareholder who votes against the scheme exercises its rights in terms of section 115(3)(b) of the
Companies Act and applies to court for a review of the scheme, the dates and times set out above will require amendment.
Avior shareholders will be notified separately of the applicable dates and times under this process.
9. No dematerialisation or rematerialisation of Avior shares may take place after the last date to trade in Avior shares on
the JSE in order to be recorded on the register on the scheme record date to receive the scheme consideration, which is
expected to be on Tuesday, 11 February 2020.
10. If the scheme fails, the general offer will automatically be implemented, subject to the fulfilment or waiver of the general
offer conditions. The relevant dates in respect of the general offer will be confirmed in an announcement post failure of the
scheme.
The board of directors of the company, individually and collectively accepts full responsibility for the accuracy of the information
contained in this announcement. In addition, the board of directors of the company certifies that to the best of its knowledge and belief,
the information contained in this announcement solely pertaining to the company is true and, where appropriate, does not omit anything
that is likely to affect the importance of the information contained herein, and that all reasonable enquiries to ascertain such information
has been made.
18 December 2019
Corporate advisor and designated advisor
Java Capital
Date: 18-12-2019 01:17:00
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