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Finalisation announcement in respect of the Scheme of Arrangement between Andulela and Newshelf
Andulela Investment Holdings Limited Newshelf 1005 Proprietary Limited
(Incorporated in the Republic of South Africa) (Incorporated in the Republic of South Africa)
(Registration number: 1950/037061/06) (Registration number 2008/028867/07)
JSE share code: AND ISIN: ZAE000172870 (“Newshelf” or “the Offeror”)
(“Andulela” or “the Company”)
FINALISATION ANNOUNCEMENT IN RESPECT OF THE SCHEME OF ARRANGEMENT BETWEEN
ANDULELA AND NEWSHELF
Capitalised terms used but not defined in this announcement, shall have the same meanings ascribed
to them in the Circular (as defined below) which was emailed to shareholders and made available on
the Company’s website: www.andulelaholdings.com.
1.Introduction and fulfilment of scheme conditions
1.1 Shareholders of Andulela (“Andulela Shareholders”) are referred to the circular issued by Andulela
on Friday, 20 March 2020 (“Circular”) regarding:
- an offer to acquire all the issued ordinary shares in Andulela, other than the shares held by Newshelf
or related parties by way of a scheme of arrangement in terms of section 114 of the Companies Act
proposed by the board of Andulela between Andulela and its Shareholders which, if implemented, will
result in the Offeror acquiring all of the issued Andulela Shares, excluding Shares held by the Offeror
(“the Offer Shares”), its related and inter-related persons and persons acting in concert with any of
them for an Offer Price of R3,00 per Andulela Share (“the Scheme”); and
- the termination of the listing of Andulela’s Shares on the JSE Main Board in terms of paragraph
1.17(b) of the listings requirements of the JSE Limited.
1.2 Andulela Shareholders are further referred to the announcement published on the Stock Exchange
News Service (“SENS”) of the JSE on Tuesday, 21 April 2020, notifying them that at the general meeting
held on Tuesday, 21 April 2020 (“General Meeting”), the special and ordinary resolutions set out in
the Notice of General Meeting (which was attached to and formed part of the Circular), were passed
on a poll by the requisite majorities (being those set out in the Notice of General Meeting in respect
of each resolution).
1.3 No Shareholder has made an application to court in accordance with section 115(3)(b) of the
Companies Act to be granted leave to apply to a court for a review of the Scheme; and the Takeover
Regulation Panel has issued a compliance certificate in respect of the Scheme in terms of section
119(4)(b) of the Companies Act and all conditions precedent to the Scheme have now been fulfilled.
The Scheme has accordingly become unconditional with effect from Tuesday, 5 May 2020 and will be
implemented on Monday, 18 May 2020, being the “Scheme Implementation Date”.
1.4 In accordance with the terms and conditions of the Scheme as detailed more fully in the Circular,
on the Scheme Implementation Date, Scheme Participants shall be deemed to have disposed of and
transferred their Scheme Shares to Newshelf and, in exchange, each Scheme Participant will be
entitled to receive a cash consideration of R3.00 (“Scheme Consideration”) for every Scheme Share
held by such Scheme Participant at the close of business on Friday, 15 May 2020, being the “Scheme
Consideration Record Date”.
1.5 As a consequence of the Scheme, the Delisting of the Andulela Shares from the Main Board of the
securities exchange operated by the JSE will be implemented on Tuesday, 19 May 2020.
2. Salient Dates and Times
The salient dates relating to the Scheme, as set out below, are now final.
2020
Scheme LDT, being the last day to trade Andulela Shares on the JSE in order Tuesday, 12 May
to be recorded in the Register to receive the Scheme Consideration, on
Suspension of listing of Andulela Shares on the JSE to take place at the Wednesday, 13 May
commencement of trade on
Scheme Consideration Record Date, being the date on which Scheme Friday, 15 May
Participants must be recorded in the Register to receive the Scheme
Consideration, by close of trade on
Implementation Date of the Scheme Monday, 18 May
Payment and delivery of Scheme Consideration Monday, 18 May
Termination of listing of Andulela Shares at commencement of trade on the Tuesday, 19 May
JSE
Notes:
(i) All times referred to in this announcement are references to South African time.
(ii) Andulela Shareholders who acquired on, or prior to, the Scheme Consideration LDT Tuesday, 12
May 2020, will participate in the Scheme.
(iii) No Dematerialisation or re-materialisation of Andulela Shares may take place from the Business
Day following the Scheme Consideration LDT.
3.Responsibility Statement
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 have been made.
Johannesburg
5 May 2020
Sponsor: Bridge Capital Advisors Proprietary Limited
Attorneys: Chris Boulle Incorporated
Date: 05-05-2020 10:53:00
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The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
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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,
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