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Posting of circular and prospectus relating to the proposed simplification of Sabvest’s dual listed share structure
SABVEST LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1987/003753/06
Ordinary share code: SBV and ISIN: ZAE000006417
N ordinary share code: SVN and ISIN: ZAE000012043
(“Sabvest” or “the Company”)
POSTING OF CIRCULAR AND PROSPECTUS RELATING TO THE PROPOSED SIMPLIFICATION OF
SABVEST’S DUAL LISTED SHARE STRUCTURE
Terms defined and used in the Scheme Circular and in the Prospectus have been used in this
announcement.
1. Introduction and background
Shareholders are referred to the announcement released on the Stock Exchange News Service on 28
October 2019 wherein they were advised that the board of directors of Sabvest had engaged with the
JSE Limited and with the Company’s controlling shareholder, The Seabrooke Family Trust, with a view
to simplifying Sabvest’s current dual share structure in order to create a clearer, unitary shareholder
structure, thereby enhancing Sabvest’s investment appeal and improving the liquidity and marketability
of the Company’s shares (“Proposed Restructure”).
2. General and scheme meetings, shareholder documentation
A Scheme circular, convening general and scheme meetings, and setting out full details of the
Proposed Restructure, will be distributed to shareholders today, 28 February 2020 (“Scheme
Circular”).
A prospectus, prepared in accordance with the JSE Limited Listings Requirements and the provisions
of the Companies Act (“Prospectus”), setting out full particulars regarding Sabcap and Sabvest, will
be distributed by Sabcap together with the Scheme Circular today.
The Scheme Circular and the Prospectus will also be made available on the Company’s website,
www.sabvest.com, (on the homepage, under the tab News).
3. Salient dates and time
The salient dates and times applicable to the Proposed Restructure, also contained in the Scheme
Circular and in the Prospectus, are set out below:
2020
Last day to trade in order to be eligible to attend and vote at the Class Meetings Tuesday, 17 March
and Scheme Meeting
Record date in order to be eligible to attend and vote at the Class Meetings and Friday, 20 March
Scheme Meeting
Last day to lodge Forms of Proxy for the Class Meetings by 10h00 on Wednesday, 25 March
Last day to lodge Forms of Proxy for the Scheme Meeting by 11h00 on Wednesday, 25 March
N Ordinary Shareholder Class Meeting to be held at 10h00in the Main Friday, 27 March
Boardroom, Commerce Square, Building 4, 39 Rivonia Road, Sandhurst, 2196
on
Ordinary Shareholder Class Meeting to be held at 10h30 (or so soon thereafter Friday, 27 March
as the N Ordinary Shareholder Scheme Meeting is concluded) in the Main
Boardroom, Commerce Square, Building 4, 39 Rivonia Road, Sandhurst, 2196
on
Scheme Meeting to be held at 11h00 (or so soon thereafter as the Ordinary Friday, 27 March
Shareholder Class Meeting is concluded) in the Main Boardroom, Commerce
Square, Building 4, 39 Rivonia Road, Sandhurst, 2196 on
Last date and time for Sabvest Shareholders to give notice to Sabvest objecting Friday, 27 March
to the Scheme in terms of section 164(3) of the Companies Act, by 10h00 on
Results of the Class Meetings and Scheme Meeting published on SENS on Friday, 27 March
Results of the Class Meetings and Scheme Meeting published in the South Monday, 30 March
African press on
If the Conditions Precedent are fulfilled or waived (where capable of waiver and subject to SFT
consenting to any such waiver) and the Scheme is approved by Sabvest Shareholders at the
Scheme Meeting
Last day for Sabvest Shareholders who voted against the Scheme Resolution to Friday, 3 April
require Sabvest 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 Sabvest
Shareholders at the Scheme Meeting were exercised against the Scheme
Resolution on
Last day for Sabvest Shareholders who voted against the Scheme to apply to the Tuesday, 14 April
Court for leave to apply for a review of the Scheme in terms of section 115(3)(b)
of the Companies Act on
Last day for Dissenting Shareholders, by reason of the adoption of the Scheme Wednesday, 29 April
Resolution, to make a demand to Sabvest that Sabvest pay such Dissenting
Shareholders the fair value of all Sabvest Shares held by them, in terms of
section 164(7) of the Companies Act on
The following dates assume that no Court approval or review of the
Scheme is required
Compliance certificate to be received from the TRP on Thursday, 30 April
Finalisation announcement published on SENS on Monday, 4 May
Finalisation announcement published in the South African press on Tuesday, 5 May
Delisting application in respect of the Sabvest Shares lodged with the JSE on Wednesday, 6 May
Last day to trade in Sabvest Shares in order to be eligible to receive the Scheme Tuesday, 12 May
Consideration
Sabvest Shares suspended from trading on the JSE with effect from the Wednesday, 13 May
commencement of business on
Sabcap Ordinary Shares to be allocated to Scheme Participants and Scheme Wednesday, 13 May
Participants can trade their entitlement to Sabcap Ordinary Shares on the
Sabcap Listing Date
Announcement released on SENS in respect of the cash payment applicable to Thursday, 14 May
fractional entitlements to the Ordinary Share Scheme Consideration, based on
the VWAP of a Sabvest Ordinary Share traded on the JSE on Wednesday, 13
May 2020, discounted by 10%, on
Scheme Record Date in order to be eligible to receive the Scheme Consideration Friday, 15 May
Dematerialised N Ordinary Shareholders’ and Ordinary Shareholders’ accounts Monday, 18 May
with their CSDP or Broker credited with the Scheme Consideration on the
Scheme Operative Date on or about
Certificated N Ordinary Shareholders’ and Ordinary Shareholders’ Scheme Monday, 18 May
Consideration posted by registered post at the risk of such Certificated N
Ordinary Shareholders and Certificated Ordinary Shareholders on the Scheme
Operative Date on or about
Sabvest Shares delisted from the JSE with effect from the commencement of Tuesday, 19 May
business on
Notes:
1. All dates and times are subject to change by Sabvest (subject to the approval of the JSE and/or TRP and CIPC, if
required). The dates have been determined based on certain assumptions regarding the dates by which certain
shareholder and regulatory approvals including, but not limited to, that of the JSE, TRP and CIPC, will be obtained
and that no court approval or review of the Scheme will be required. Sabvest Shareholders will be notified of any
amendments to the salient dates and times on SENS and in the South African press.
2. All dates and times indicated above are South African standard dates and times.
3. Sabvest Shareholders should note that as transactions in Sabvest 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 Sabvest Shares after the last day to trade in order to be eligible to attend and vote at the Class
Meetings and Scheme Meeting (i.e. Tuesday, 17 March 2020) will not be eligible to vote at the Class Meetings and
Scheme Meeting, but will, provided the Scheme is approved and they acquire the Sabvest Shares on or prior to
the last day to trade in Sabvest Shares in order to be eligible to receive the Scheme Consideration (i.e. Tuesday,
12 May 2020), participate in the Scheme as Scheme Participants and receive the Scheme Consideration.
4. A Sabvest Shareholder may submit a Form of Proxy at any time before the commencement of the Class Meetings
and Scheme Meeting (or any adjournment of the Class Meetings and Scheme Meeting) or hand it to the chairman
of each of the Class Meetings and Scheme Meeting before the appointed proxy exercises any of the relevant
Sabvest Shareholder’s voting rights at the Class Meetings and Scheme Meeting (or any adjournment of the Class
Meetings and Scheme Meeting), provided that should a Sabvest Shareholder lodge a Form of Proxy with the
Transfer Secretaries less than 48 hours (excluding Saturdays, Sundays and official public holidays in South Africa)
before the Class Meetings and Scheme Meeting, such Sabvest Shareholder will also be required to furnish a copy
of such Form of Proxy to the chairman of each of the Class Meetings and Scheme Meeting before the appointed
proxy exercises any of such Shareholder’s voting rights at the Class Meetings and Scheme Meeting (or adjourned
or postponed Class Meetings and Scheme Meeting).
5. If the Class Meetings and/or Scheme Meeting are adjourned or postponed, Forms of Proxy submitted for the
original Class Meetings and/or the Scheme Meeting will remain valid in respect of any such adjournment or
postponement.
6. Sabvest Shareholders are advised that there may be no re-materialisation or Dematerialisation of their Sabvest
Shares after Tuesday, 12 May 2020.
7. If the Scheme is approved by an insufficient number of Sabvest Shareholders at the Scheme Meeting so that a
relevant Sabvest Shareholder may require Sabvest to obtain court approval of the Scheme as contemplated in
section 115(3)(a) of the Companies Act, and if a Sabvest Shareholder in fact delivers such a demand, the dates
and times set out above will need to be amended. Sabvest Shareholders will be notified separately of the applicable
dates and times under this process.
8. If any Sabvest Shareholder who votes against the Scheme Resolution 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 need to be amended. Sabvest Shareholders will be notified separately of the applicable dates and times under
this process.
Sandton
28 February 2020
Merchant Bank and Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Transaction Advisor
Apex Partners
Legal Advisor
ENSafrica
Reporting accountants
Deloitte
Independent Expert
BDO Corporate Finance Proprietary Limited
Date: 28-02-2020 12:00:00
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