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ASSORE LIMITED - Finalisation Announcement In Respect Of The Scheme And Delisting Of Assore

Release Date: 07/05/2020 14:56
Code(s): ASR     PDF:  
Wrap Text
Finalisation Announcement In Respect Of The Scheme And Delisting Of Assore

 ASSORE LIMITED
 (Incorporated in the Republic of South Africa)
 (Registration number: 1950/037394/06)
 JSE share code: ASR
 ISIN: ZAE000146932
 (“Assore”)

FINALISATION ANNOUNCEMENT IN RESPECT OF THE SCHEME AND DELISTING OF ASSORE

Unless the context indicates otherwise, capitalised (defined) terms used in this announcement
bear the same meanings given to such terms in the circular issued to Shareholders on
Monday, 16 March 2020, in relation to the Transaction (“Offer Circular”).

1.   INTRODUCTION

     Shareholders are referred to the Firm Intention Announcement relating to the Transaction,
     dated Monday, 9 March 2020, the announcement confirming the issue of the Offer Circular to
     Shareholders, dated Monday, 16 March 2020, and the announcement setting out the results of
     the General Meeting, dated Thursday, 16 April 2020.

2.   FULFILMENT OF OUTSTANDING SCHEME CONDITIONS PRECEDENT AND IMPLEMENTATION OF THE SCHEME

     The Board is pleased to announce that all outstanding Scheme Conditions Precedent have now
     been fulfilled and the Scheme has become unconditional. Assore will accordingly proceed with
     the implementation of the Scheme, and, as a result, the General Offer will lapse.

3.   SALIENT DATES AND TIMES

     The remaining salient dates and times in relation to the Scheme and the anticipated Delisting
     are as follows:

       Finalisation announcement published in the South African Press
                                                                                    Friday, 8 May
       expected to be on or about

       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            Tuesday, 19 May
       Trade”)

       Expected suspension of listing of Shares on the JSE at the
                                                                               Wednesday, 20 May
       commencement of trade on

       Expected “Scheme Consideration Record Date”, being the date on
       which Scheme Participants must be recorded in the Register to               Friday, 22 May
       receive the Scheme Consideration, by close of trade on

       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 and who have lodged their Form        of
       Surrender and Transfer (blue) with the Transfer Secretaries on    or       Monday, 25 May
       prior to 12:00 on the Scheme Consideration Record Date, on        or
       about4
       Dematerialised Scheme Participants expected to have their accounts
       (held at their CSDP or Broker) credited with the Scheme                              Monday, 25 May
       Consideration on or about5

       Expected date for termination of the listing of Shares in terms of the
                                                                                            Tuesday, 26 May
       Scheme at the commencement of trade on the JSE

      Notes:

      1.       All of the above dates and times are subject to change, with the approval of the JSE and TRP,
               if required. Any change will be released on SENS and published in the South African press.
      2.       Provided that 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.
      3.       All times given in the Offer Circular are local times in South Africa.
      4.       The gross Scheme Consideration of R320 per Scheme Share will be paid by EFT or by cheque
               to Scheme Participants net of dividends tax on the gross consideration at a rate of 20%.
               Scheme Participants who are not exempt from paying dividends tax will be paid a net Scheme
               Consideration of R256 per Scheme Share.
      5.       The gross Scheme Consideration of R320 per Scheme Share will be credited to the account of
               the Scheme Participant net of dividends tax on the gross consideration at a rate of 20%.
               Scheme Participants who are not exempt from paying dividends tax will be credited with a net
               Scheme Consideration of R256 per Scheme Share.

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
 Thursday, 7 May 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




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Date: 07-05-2020 02:56:00
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