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Salient dates and times in relation to the offer to shareholders
ASSORE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1950/037394/06)
JSE share code: ASR
ISIN: ZAE000146932
(“Assore”)
SALIENT DATES AND TIMES IN RELATION TO THE OFFER TO SHAREHOLDERS TO
REPURCHASE THEIR SHARES AND THE PROPOSED SUBSEQUENT DELISTING OF ASSORE
FROM THE JSE
Unless the context indicates otherwise, capitalised (defined) terms used in this announcement
bear the same meanings given to such terms in the Offer Circular.
1. INTRODUCTION
1.1 Shareholders are referred to the announcement dated Monday, 9 March 2020 (“Firm
Intention Announcement”) relating to:
1.1.1 an offer to all Eligible Shareholders, to acquire all of the Shares other than those
Shares held by the Remaining Shareholders for a Scheme Consideration of
R320.00 per Scheme Share, in accordance with the provisions of sections 48 and
114(1)(e) of the Companies Act, and paragraph 1.17(b) of the Listings
Requirements, by way of a scheme of arrangement; and
1.1.2 separate to the Scheme, but concurrently with it, a conditional General Offer by
Assore to Eligible Shareholders, to acquire all of the Shares other than those Shares
held by the Remaining Shareholders for a General Offer Consideration of R320.00
per General Offer Share, in accordance with the provisions of sections 48 and
117(1)(c)(v) of the Companies Act and paragraphs 1.15(c) and 5.69 of the Listings
Requirements, which will be implemented only if the Scheme fails; and
1.1.3 the subsequent delisting of all of the Shares from the JSE, in terms of
paragraph 1.17(b) of the Listings Requirements, pursuant to the implementation of
the Scheme or, if the Scheme fails, pursuant to the Delisting Resolution being
approved, and the General Offer being implemented,
collectively the “Transaction”.
1.2 Shareholders are advised that the circular to Shareholders (“Offer Circular”) providing full
details of the Scheme and the General Offer and containing a Notice of General Meeting,
the report by the Independent Expert, the recommendations of the Independent Board and
the Board, the salient dates and times relating to the Scheme and General Offer and the
necessary forms in order to effect the Scheme and General Offer, whichever is applicable,
is being distributed to Shareholders today, 16 March 2020. The salient dates and times
for the Transaction are set out in paragraph 3.2 below.
The Offer Circular is also available on Assore’s website at www.assore.com.
2. INDEPENDENT EXPERT REPORT AND RECOMMENDATIONS
2.1 As set out in the Firm Intention Announcement, the Independent Board has appointed BDO
Corporate Finance Proprietary Limited as the Independent Expert in terms of
section 114(2) of the Companies Act, regulation 90 of the Companies Regulations and
Schedule 5 to the Listings Requirements to provide the Independent Board with external
advice in relation to the Scheme and the General Offer, in the form of a fair and reasonable
opinion as required by and in compliance with the Takeover Regulations and the Listings
Requirements, and a fairness opinion as required by and in compliance with the Listings
Requirements.
2.2 Having considered the terms and conditions of the Scheme and the General Offer, the
Independent Expert is of the opinion that the Scheme and Offer Consideration (whichever
is applicable) are fair and reasonable to Shareholders.
2.3 The full substance of the Independent Expert's report in connection with the Scheme and
General Offer is set out in the Offer Circular.
2.4 The Independent Board, taking into account the report of the Independent Expert, has
considered the terms and conditions thereof, and is unanimously of the opinion that the
terms and conditions of the Scheme and the General Offer are fair and reasonable to
Shareholders and, accordingly, unanimously recommends that Shareholders vote in
favour of the Resolutions.
3. NOTICE OF GENEREAL MEETING AND SALIENT DATES AND TIMES
3.1 The General Meeting will be held at 11:00 on Thursday, 16 April 2020, at Assore House,
15 Fricker Road, Illovo Boulevard, Johannesburg, South Africa, 2196 (or any adjourned or
postponed date in accordance with the provisions of section 64(11) of the Companies Act
and the MOI, read with the Listings Requirements) to consider and, if deemed fit, pass,
with or without modification, the Resolutions set out in the Notice.
3.2 The salient dates and times in relation to the Scheme and the General Offer are set out
below:
2020
Record date to determine which Shareholders are eligible to receive the Offer
Circular (“Record Date”) Friday, 6 March
Offer Circular posted to Shareholders and Notice of General Meeting published
on SENS on Monday, 16 March
Notice of posting of the Offer Circular and Notice of General Meeting published
in the South African press on Tuesday, 17 March
General Offer Opening Date at 11:00 on Tuesday, 17 March
Last day to trade Shares in order to be recorded in the Register to attend,
participate in and vote at the General Meeting (“Voting Last Day to Trade”) on
(refer to note 3 below) Tuesday, 31 March
Record date for Shareholders to be recorded in the Register in order to be
eligible to attend, participate in and vote at the General Meeting, being the
“Scheme Voting Record Date”, by close of trade on Friday, 3 April
Last day and time to lodge Forms of Proxy (yellow) with the Transfer Secretaries
by 11:00 on (refer to note 4 below) Tuesday, 14 April
Last date for Shareholders to give notice to Assore of their objections to the
Scheme Resolution in terms of section 164(3) of the Companies Act by no later
than 11:00 on Thursday, 16 April
Forms of Proxy (yellow) not lodged with the Transfer Secretaries to be handed
to the chairperson of the General Meeting at any time before the proxy exercises
any rights of the Shareholder at the General Meeting on Thursday, 16 April
General Meeting to be held at 11:00 on Thursday, 16 April
Results of the General Meeting released on SENS on or about Friday, 17 April
Results of General Meeting published in the South African press on or about Monday, 20April
If the Scheme is approved by Shareholders at the General Meeting:
Last day for Shareholders who voted against the Scheme to require Assore 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 on Tuesday, 28 April
Last day for Shareholders (who voted against the Scheme) to be granted leave
by a Court for a review of the Scheme in terms of section 115(3)(b) of the
Companies Act if the Scheme Resolution is approved by Shareholders at the
General Meeting (where applicable) on Wednesday, 6 May
Last date for Assore to give notice of adoption of the Scheme Resolution
approving the Scheme to Dissenting Shareholders in accordance with
section 164(4) of the Companies Act on Wednesday, 6 May
The following dates assume that no Court approval or review of the
Scheme is required and will be confirmed in the finalisation
announcement if the Scheme becomes unconditional:
Finalisation announcement with regard to the Scheme published on SENS
before 11:00 (assuming no Shareholder exercises their right in terms of
section 115(3)(a) or section 115(3)(b) of the Companies Act) expected to be on
or about Friday, 8 May
Finalisation announcement published in the South African Press expected to be
on or about Monday, 11 May
Expected last day to trade, being the last day to trade Shares on the JSE in
order to participate in the Scheme (“Scheme Last Day to Trade”) Tuesday, 19 May
Expected suspension of listing of Shares on the JSE at the commencement of
trade on Wednesday, 20 May
Expected “Scheme Consideration Record Date”, being the date on which
Scheme Participants must be recorded in the Register to receive the Scheme
Consideration, by close of trade on Friday, 22 May
Expected “Operative Date” on or about Monday, 25 May
Scheme Consideration expected to be sent by EFT or by cheque to Scheme
Participants who are Certificated Shareholders and who have lodged their Form
of Surrender and Transfer (blue) with the Transfer Secretaries on or prior to
12:00 on the Scheme Consideration Record Date, on or about Monday, 25 May
Dematerialised Scheme Participants expected to have their accounts (held at
their CSDP or Broker) credited with the Scheme Consideration on or about Monday, 25 May
Expected date for termination of the listing of Shares in terms of the Scheme at
the commencement of trade on the JSE Tuesday, 26 May
If the Scheme does not become unconditional and the General Offer is
implemented:
Expected finalisation announcement published on SENS on or about Friday, 8 May
Expected date of lodging an application for the termination of listing of the
Shares on the JSE on Friday, 8 May
Expected finalisation announcement published in the South African press, and
released on SENS on Monday, 11 May
First date on which the General Offer Consideration is expected to be sent by
EFT or by cheque to General Offer Participants who are Certificated
Shareholders who have lodged their Form of Acceptance and Transfer (pink)
with the Transfer Secretaries on or prior to the General Offer being declared Tuesday, 19 May
wholly unconditional, on or about
First date on which Dematerialised General Offer Participants are expected to
have their accounts with their Broker or CSDP credited with the General Offer
Consideration, on or about Tuesday, 19 May
Expected last day to trade to take up the General Offer Tuesday, 19 May
Expected suspension of the listing of the Shares at the commencement of trade
Wednesday, 20 May
on the JSE
Expected General Offer record date Friday, 22 May
Expected General Offer Closing Date. Forms to be submitted by 12:00 on Friday, 22 May
Last date on which the General Offer Consideration is expected to be sent by
EFT or by cheque to General Offer Participants who are Certificated
Shareholders who have lodged their Form of Acceptance and Transfer (pink)
with the Transfer Secretaries on or prior to the last day to trade to take up the
General Offer, on or about Monday, 25 May
Last date on which Dematerialised General Offer Participants are expected to
have their accounts with their Broker or CSDP credited with the General Offer
Consideration on or about Monday, 25 May
Expected termination of the listing of the Shares at commencement of trade on
the JSE Tuesday, 26 May
Notes:
1. All of the above dates and times are subject to change, with the approval of the JSE and TRP, if required.
The dates have been determined based on certain assumptions regarding the dates by which certain
regulatory approvals including, but not limited to, that of the JSE and TRP, will be obtained and that no
Court approval or review of the Scheme will be required. Any change will be released on SENS and
published in the South African press.
2. Shareholders are referred to paragraph 5.8 of the Offer Circular (which contains a summary of Dissenting
Shareholders’ Appraisal Rights in respect of the Scheme) regarding timing considerations relating to the
Appraisal Rights held by Shareholders.
3. 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 trade. Therefore, persons
who acquire Shares after close of trade on Tuesday, 31 March 2020, will not be eligible to attend,
participate in and vote at the General Meeting, as the Scheme Voting Record Date is Friday, 3 April 2020.
Provided the Scheme is approved and Shareholders acquire the Shares on or prior to the Scheme Last
Day to Trade (expected to be Tuesday, 19 May 2020), Shareholders will be eligible to participate in the
Scheme, as the Scheme Consideration Record Date is Friday, 22 May 2020.
4. A Shareholder may submit a Form of Proxy (yellow) at any time before the commencement of the General
Meeting (or any adjournment or postponement of the General Meeting) or hand it to the chairperson of the
General Meeting before the appointed proxy exercises any of the relevant Shareholder’s rights at the
General Meeting (or any adjournment or postponement of the General Meeting), provided that should a
Shareholder lodge a Form of Proxy (yellow) with the Transfer Secretaries less than 48 hours (excluding
Saturdays, Sundays and gazetted, national public holidays) before the General Meeting, such Shareholder
will also be required to furnish a copy of such Form of Proxy (yellow) to the chairperson of the General
Meeting before the appointed proxy exercises any of such Shareholder’s rights at the General Meeting (or
adjourned or postponed General Meeting).
5. If the General Meeting is adjourned or postponed, Forms of Proxy submitted for the initial General Meeting
will remain valid in respect of any adjournment or postponement of the General Meeting.
6. All times given in the Offer Circular are local times in South Africa.
4. RESPONSIBILITY STATEMENTS
The Independent Board and the Board, individually and collectively, accept full responsibility for
the accuracy of the information contained in this announcement which relates to Assore, the
Scheme, the General Offer and the Delisting, and certify that, to the best of their knowledge and
belief, such information is true and this announcement does not omit any facts that would make
any of the information false or misleading or would be likely to affect the importance of any
information contained in this announcement. The Independent Board and the Board have made
all reasonable enquiries to ascertain that no facts have been omitted and this announcement
contains all information required by law, the Companies Act and the Listings Requirements.
Johannesburg
Monday, 16 March 2020
FINANCIAL ADVISOR AND SPONSOR TO ASSORE
The Standard Bank of South Africa Limited
LEGAL AND TAX ADVISOR TO ASSORE
Webber Wentzel
INDEPENDENT EXPERT
BDO Corporate Finance Proprietary Limited
TRANSFER SECRETARIES
Singular Systems Proprietary Limited
Date: 16-03-2020 08:00:00
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