To view the PDF file, sign up for a MySharenet subscription.

EFFICIENT GROUP LIMITED - Distribution of Circular and Notice Convening a Scheme Meeting

Release Date: 02/04/2020 08:30
Code(s): EFG     PDF:  
Wrap Text
Distribution of Circular and Notice Convening a Scheme Meeting

EFFICIENT GROUP LIMITED
Incorporated in the Republic of South Africa
(Registration number 2006/036947/06)
Share code: EFG    ISIN: ZAE000151841
(“Efficient” or “the Company”)


DISTRIBUTION OF CIRCULAR AND NOTICE CONVENING A SCHEME MEETING


1   INTRODUCTION

    Shareholders are referred to the joint announcement by Efficient and Apis released on SENS on
    12 March 2020 and published in the South African press on 13 March 2020 (“Firm Intention
    Announcement”) (and using the terms defined therein unless otherwise stated) regarding the terms
    on which Apis has made an offer to acquire all of the Scheme Shares, which excludes the 110 333 872
    Excluded Shares held by the Remain Shareholders, being a total of 6 609 259 Scheme Shares, by
    way of a scheme of arrangement in terms of section 114 of the Companies Act.

    Shareholders are hereby advised that the Circular providing them with the relevant information
    regarding the Scheme and incorporating, inter alia, a notice convening a meeting of the Shareholders
    (“Scheme Meeting”) was distributed to Shareholders today, Thursday, 2 April 2020. The Circular is
    also available on the Efficient website (www.efgroup.co.za).


2   NOTICE CONVENING THE SCHEME MEETING

    Notice is hereby given that the Scheme Meeting will be held at 10:00 on Thursday, 7 May 2020 at
    the registered office of the Company at 81 Dely Road, Hazelwood, Pretoria, 0081, 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.


3   ELECTRONIC PARTICIPATION AT THE SCHEME MEETING

    Scheme Members or their proxies may participate in (but not vote at) the Scheme Meeting by way
    of a teleconference call and, if they wish to do so:

    -   must contact the Company Secretary (by email at the address efficient@acorim.co.za) no later
        than 10:00 on Tuesday, 5 May 2020 in order to obtain a pin number and dial-in details for that
        conference call;

    -   will be required to provide reasonably satisfactory identification; and

    -   will be billed separately by their own telephone service providers for their telephone call to
        participate in the Scheme Meeting,

    provided that Scheme Members and their proxies who wish to participate by way of a teleconference
    call will not be able to vote telephonically at the Scheme Meeting and will still need to appoint a
    proxy to vote on their behalf at 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 Shareholders are entitled to receive the
     Circular                                                                         Friday, 27 March

     Circular distributed to Shareholders and notice convening the Scheme
     Meeting released on SENS on                                                     Thursday, 2 April

     Notice convening the Scheme Meeting published in the South African
     press on                                                                          Friday, 3 April

     Last day to trade Shares in order to be recorded in the Register to vote at
     the Scheme Meeting (see note 2 below) on                                         Friday, 24 April

     Record date to be eligible to vote at the Scheme Meeting (being the
     Scheme Voting Record Date) by close of trade on                                Thursday, 30 April

     Last day to lodge Form of Proxy in respect of the Scheme Meeting (green)
     with the Transfer Secretaries by 10:00 on (alternatively the Form of Proxy
     in respect of the Scheme Meeting (green) may be handed to the
     chairperson of the Scheme Meeting immediately before the appointed
     proxy exercises any of the Shareholder’s votes at the Scheme Meeting)              Tuesday, 5 May

     Last date and time for Shareholders (but excluding the holders of the
     Excluded Shares) 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                                          Thursday, 7 May

     Scheme Meeting to be held at 10:00 on                                             Thursday, 7 May

     Results of the Scheme Meeting released on SENS on                                 Thursday, 7 May

     Results of the Scheme Meeting published in the South African press on               Friday, 8 May


     If the Scheme is approved by Shareholders at the Scheme Meeting:
     Last day for Shareholders who voted against the Scheme to require
     Efficient 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 Scheme Meeting were exercised against the Scheme             Thursday, 14 May

     If the Scheme is approved by Shareholders at the Scheme 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 a Shareholder who voted against the Scheme to apply to the
     Court for leave to apply to Court for a review of the Scheme in terms of
     section 115(3)(b) of the Companies Act on                                        Thursday, 21 May

     Last date for Efficient to give notice of the adoption of the special
     resolution approving the Scheme to Dissenting Shareholders objecting to         
     the special resolution, in terms of section 164(4) of the Companies Act,
     on                                                                               Thursday, 21 May


     If no Shareholders exercise their rights in terms of section 115(3)(b)
     of the Companies Act:

     Finalisation Date in respect of the Scheme expected to be on                      Tuesday, 2 June

     Finalisation Date announcement in respect of the Scheme expected to be
     released on SENS by no later than 11:00 on                                        Tuesday, 2 June

     Finalisation Date announcement in respect of the Scheme expected to be
     published in the South African press on                                         Wednesday, 3 June

     Expected Scheme LDT, being the last day to trade Shares on the JSE in
     order to be recorded in the Register to receive the Scheme Consideration,
     on                                                                                Tuesday, 9 June

     Suspension of listing of Shares on the JSE expected to take place at the
     commencement of trade on                                                       Wednesday, 10 June

     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, 12 June

     Expected date on which the Scheme is implemented                                  Monday, 15 June

     Scheme Consideration expected to be paid/posted to Scheme
     Participants who are Certificated Shareholders (provided their Forms of
     Surrender and Transfer (blue) and Documents of Title are received on or
     prior to 12:00 on the Scheme Consideration Record Date) on or about               Monday, 15 June

     Scheme Participants who are Dematerialised Shareholders expected to
     have their accounts (held at their CSDP or broker) credited with the
     Scheme Consideration, on or about                                                 Monday, 15 June

     Termination of listing of Shares on the JSE expected to take place at the
     commencement of trade on or about                                              Wednesday, 17 June


Notes:

1.   All dates and times may be changed by mutual agreement between Efficient and Apis (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.   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,
     Shareholders who acquire Shares after close of trade on Friday, 24 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.   Shares may not be dematerialised or rematerialised after the Scheme LDT, which date is expected to be
     Tuesday, 9 June 2020.

5.   If the Scheme is approved by an insufficient number of Scheme Members at the Scheme Meeting so
     that a Scheme Member may require Efficient to obtain Court approval of the Scheme, as contemplated
     in section 115(3)(a) of the Companies Act, and a Scheme Member in fact delivers such a request, the
     dates and times set out above in respect of the period after receipt of such request will not be relevant.
     If this is the case, Shareholders will be notified separately of the applicable dates and times under this
     process.

6.   If any Scheme Member who votes against the Scheme exercises its rights in accordance with 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 in respect of the period of such application will not be relevant. If this is the case,
     Shareholders will be notified separately of the applicable dates and times under this process.

7.   If the Scheme Meeting is adjourned or postponed, Forms of Proxy in respect of the Scheme Meeting
     (green) submitted for the initial Scheme Meeting will remain valid in respect of any adjournment or
     postponement of the Scheme Meeting.


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.


Johannesburg
2 April 2020

Sponsor to Efficient and Adviser to the Independent Board
Merchantec Capital

Corporate Adviser to Efficient
Bravura Capital

Legal Advisor to Efficient
Adams & Adams

Independent Expert
Nodus Capital TS Proprietary Limited

Legal Adviser to Apis
Cliffe Dekker Hofmeyr Inc.

Date: 02-04-2020 08:30:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.

Share This Story