Wrap Text
Posting of Circular and Notice of Scheme Meeting
Andulela Investment Holdings Limited
Incorporated in the Republic of South Africa
(Registration number: 1950/037061/06)
JSE share code: AND | ISIN: ZAE000172870
(“Andulela” or the “Company”)
POSTING OF CIRCULAR AND NOTICE OF SCHEME MEETING
1. Introduction
Andulela Shareholders are referred to the firm intention announcement, and using the terms defined
therein unless otherwise stated, released on SENS on Friday, 14 February 2020 and published in the
press on Monday, 17 February 2020 regarding, inter alia, an offer by Newshelf 1005 Proprietary
Limited (the “Offeror”) to acquire all of the issued ordinary shares of Andulela (other than the shares
already held by the Offeror and persons acting in concert with the Offeror) by way of a scheme of
arrangement (“Scheme”) in terms of section 114 of the Companies Act 71 of 2008, as amended, or a
Standby Offer and the subsequent delisting of Andulela from the JSE.
2. Posting of circular
Andulela shareholders are hereby advised that the circular (“Circular”) containing, inter alia, details
of the Scheme and a notice convening a meeting of the Andulela Shareholders ("General Meeting”)
was posted to Andulela Shareholders on Friday, 20 March 2020. The Circular will also be available on
the Andulela website (http://www.Andulela.co.za/).
3. Notice Convening the General Meeting
Notice is hereby given that the General Meeting will be held at 10h00 on Tuesday, 21 April 2020 at
Andulela offices, 10 Sloane Street, Bryanston, Johannesburg for the purpose of considering and, if
deemed fit, passing, with or without modification, the resolutions set out in the notice convening the
Scheme Meeting.
4. Important Dates and Times
The important dates and times relating to the Scheme (“Timetable”) are set out below. Words and
expressions in the Timetable and the notes thereto shall have the same meanings as assigned to
them in the Circular.
2020
Record date to determine which Andulela Shareholders are entitled to receive the Friday, 13 March
Circular
Posting of the Circular to Andulela Shareholders and notice convening
General Meeting published on SENS Friday, 20 March
Notice convening General Meeting published in the South African press Monday, 23 March
Last day to trade in Andulela Shares in order to be recorded on the Andulela share
register on the scheme voting record date (voting last day to trade) Monday, 6 April
Record date for General Meeting Thursday, 9 April
Proxy forms to be received by 10:00 Friday, 17 April
Last date and time for Andulela Shareholders to give notice in terms of section
164(3) of the Companies Act to Andulela objecting to the Special Resolution
approving the Scheme by 10:00 on Tuesday, 21 April
General Meeting to be held at 10:00 Tuesday, 21 April
Results of General Meeting published on SENS Tuesday, 21 April
Results of General Meeting published in the South African press Wednesday, 22 April
If the Scheme is approved by Andulela 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:
2020
Last day for Shareholders who voted against the Scheme to require Andulela to
seek Court approval for the Scheme in terms of section 115(3)(a) of the
Companies Act if the Scheme is approved by Shareholders at the General Meeting
but the Scheme Resolution was opposed by at least 15% of the voting rights that
were exercised on the Scheme Resolution at the General Meeting (where Wednesday, 29 April
applicable) (5 business days after General Meeting)
Last date on which Andulela Shareholders can make application to the Court
in terms of section 115(3)(b) of the Companies Act on (10 business days Thursday, 7 May
after General Meeting)
Last date for Andulela to give notice of adoption of the special resolution approving Thursday, 7 May
the Scheme to Andulela Shareholders objecting to the special resolution on
If no Andulela Shareholders exercise their rights in terms of section 115 of the Companies Act (see
notes 5 and 6 below):
2020
Offer opens Wednesday, 22 April
Finalisation Date announcement expected to be published on SENS on or about Monday, 4 May
Finalisation Date announcement expected to be published in the press on or about Tuesday, 5 May
Expected Scheme LDT, being the last day to trade Andulela Shares on the JSE in
order to be recorded in the Register to receive the Scheme Consideration, on Tuesday, 12 May
Suspension of listing of Andulela Shares on the JSE expected to take
place at the commencement of trade on Wednesday, 13 May
Expected Scheme Consideration Record Date, being the date on which Scheme
Participants must be recorded in the Register to receive the Scheme Friday, 15 May
Consideration, by close of trade on
Expected Implementation Date of the Scheme Monday, 18 May
Expected payment and delivery of Scheme Consideration Monday, 18 May
Expected termination of listing of Andulela Shares at commencement of trade on Tuesday, 19 May
the JSE
If the Scheme is not implemented and the Standby Offer is implemented:
2020
Expected finalisation announcement published on SENS on or about Friday, 24 April
Expected finalization announcement published in the South African press on or about Tuesday, 28 April
Expected date of lodging an application for the termination of listing of the Shares
on the JSE on or about Tuesday, 28 April
First date on which the Standby Offer Consideration is expected to be sent by
EFT or by cheque to Standby Offer Participants who are Certificated
Shareholders who have lodged their Form of Acceptance and Transfer (pink) Thursday, 30 April
with the Transfer Secretaries on or prior to the Standby Offer being declared
wholly unconditional on or about
First date on which Dematerialised Standby Offer Participants are expected to
have their accounts with their Broker or CSDP credited with the Standby Offer Thursday, 30 April
Consideration on or about
Expected last day to trade to take up the Standby Offer on or about Tuesday, 5 May
Expected date on which the Shares trade “ex” the right to participate in the
Standby Offer on or about Wednesday, 6 May
Expected suspension of the listing of the Shares at the commencement of trade
on the JSE on or about Wednesday, 6 May
Expected Standby Offer Record date on or about Friday, 8 May
Expected Standby Offer Closing Date at 12h00 on or about Friday, 8 May
Last date on which the Offer Consideration is expected to be sent by EFT or by
cheque to Standby 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 Standby Offer on or about Monday, 11 May
Last date on which Dematerialised Standby Offer Participants are expected to
have their accounts with their Broker or Participant credited with the Offer Monday, 11 May
Consideration on or about
Expected termination of the listing of the Shares at commencement of trade on
the JSE on or about Tuesday, 12 May
Notes:
1. All dates and times may be changed by mutual agreement between Andulela and the Offeror
(subject to the approval of the JSE and/or the Panel, if required). The dates have been determined
based on certain assumptions regarding the date by which certain regulatory approvals will have
been obtained and that no Court approval or review of the special resolution required to approve
the implementation of the Scheme will be required. Any change in the dates and times will be
released on SENS and published in the South African press.
2. Andulela Shareholders should note that, as transactions in Shares are settled in the electronic
settlement system operated by Strate, settlement of trades takes place three Business Days after
such trade. Therefore, Andulela Shareholders who acquire Andulela Shares after close of trade on
Monday, 6 April 2020, will not be eligible to vote at the Scheme Meeting.
3. All times given in this document are local times in South Africa.
4. Dematerialised Shareholders, other than those with “own name” registration, must provide their
Parrticipant or Broker with their instructions for voting at the Scheme Meeting by the cut-off time
and date stipulated by their Participant or Broker in terms of their respective custody agreements
between them and their Participant or Broker.
5. Andulela Shares may not be dematerialised or rematerialised after the Scheme LDT, which is
expected to be Monday, 6 April 2020.
6. If the Scheme is approved by an insufficient number of Scheme Shareholders at the Scheme
Meeting so that a Scheme Shareholder may require Andulela to obtain Court approval of the
Scheme, as contemplated in section 115(3)(a) of the Companies Act, and a Scheme Shareholder
in fact delivers such a request, the dates and times set out above will not be relevant. If this is the
case, Andulela Shareholders will be notified separately of the applicable dates and times under
this process.
7. If any Scheme Shareholder who votes against the Scheme exercises its rights in accordance with
section 115(3) of the Companies Act, the dates and times set out above under the heading “If no
Shareholders exercise their rights in terms of section 115(3) of the Companies Act” will not be
relevant. If this is the case, Andulela Shareholders will be notified separately of the applicable
dates and times under this process.
8. Shareholders are referred to paragraph 3.5 of the Circular regarding timing considerations relating
to the exercise of appraisal rights in terms of section 164 of the Companies Act.
9. If the Scheme Meeting is adjourned or postponed, the above dates and times will change, but the
applicable form of proxy submitted for the relevant General Meeting will remain valid in respect
of any postponement prior to convening, adjournment or postponement of the Scheme Meeting.
Johannesburg
20 March 2020
Sponsor: Bridge Capital Advisors Proprietary Limited
Date: 20-03-2020 05:22:00
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