Wrap Text
Distribution Of Circular, Notice Of Court Meeting And Notice Of General Meeting
TISO BLACKSTAR GROUP SE
(Incorporated in England and Wales)
(Registration number: SE000110)
(Registered as an external company with
limited liability in the Republic of South Africa
under registration number: 2011/008274/10)
Share code: TBG
ISIN: GB00BF37LF46
("Tiso Blackstar" or "the Company")
DISTRIBUTION OF CIRCULAR, NOTICE OF COURT MEETING AND NOTICE OF
GENERAL MEETING
Capitalised terms used below and elsewhere in this announcement and that are not otherwise
defined, bear the meaning ascribed to them in the circular to Tiso Blackstar shareholders
(“Shareholders”), dated 31 July 2020 (“Circular”).
INTRODUCTION
Shareholders are referred to the announcement released on SENS on Friday, 26 June 2020
(“Terms Announcement”), advising Shareholders, inter alia, that:
• the Company, through its wholly-owned subsidiary, Tiso Blackstar Holdings SE, has
entered into a written agreement titled “Sale of Shares Agreement” with Tiso Investment
Holdings (RF) Proprietary Limited (“TIH”) on 26 June 2020 to dispose of its entire interest
in Kagiso Tiso Holdings Proprietary Limited to TIH for an aggregate consideration of
R850 000 000, subject to the material terms and conditions as set out in the Terms
Announcement and the Circular (“KTH Sale”);
• further to the KTH Sale, the board of directors of Tiso Blackstar has resolved to seek the
delisting (“Delisting”) of Tiso Blackstar from the Main Board of the exchange operated
by the JSE Limited (“JSE”). The Delisting shall be effected (subject to Shareholders
approving the Delisting) pursuant to the JSE Listings Requirements and following either:
o the coming into effect of a scheme of arrangement (the “Scheme”) pursuant to Part 26
of the Companies Act, 2006 of the UK, as amended from time to time, between Tiso
Blackstar and Registered Shareholders, pursuant to which Registered Shareholders
are able to make elections to either have their Tiso Blackstar shares (“Shares”)
cancelled (the “Exit Election”) or to retain their Shares (the “Continuation Election”).
Where Registered Shareholders make (i) valid Exit Elections; (ii) invalid Exit Elections
or invalid Continuation Elections; or (iii) no election in respect of their Shares, they will
be treated as having made Exit Elections in respect of such Shares (the “Exit Election
Shares”). The Exit Election Shares will be cancelled for a consideration of R4.15 per
Exit Election Share; or
o in the event that the Scheme is not approved or does not come into effect, an offer to
all Shareholders, in terms of which Tiso Blackstar will acquire the Shares of those
Shareholders who elect to dispose of their Shares for a consideration of R3.95 per
Share (“Standby Offer”).
DISTRIBUTION OF CIRCULAR AND NOTICE OF COURT MEETING AND GENERAL
MEETING
The Circular which details the KTH Sale, the Delisting, the Scheme and the Standby Offer,
was distributed to Shareholders today, Friday, 31 July 2020. The Circular also incorporates a
notice convening a court meeting of Shareholders (“Court Meeting”) for purposes of
considering, and, if deemed fit, approving the Scheme, and a notice convening a general
meeting of Shareholders (“General Meeting”) for the purpose of considering, and, if deemed
fit, passing, with or without modification, the resolutions contained in such notice of General
Meeting.
Notice is hereby given that the Court Meeting to consider and, if deemed fit, to approve (with
or without modification) the Scheme will be held at 9:00 a.m. BST (10:00 a.m. SAST) and the
General Meeting will be held at 9:15 a.m. BST (10:15 a.m. SAST) or as soon thereafter as the
Court Meeting is concluded or adjourned on Monday, 21 September 2020 at North West
House, 119 Marylebone Road, Marylebone, London, NW1 5PU, United Kingdom. The General
Meeting will consider and, if deemed fit, pass, with or without modification, the requisite
resolutions required for the KTH Sale, the Delisting, the Scheme and the Standby Offer at the
General Meeting. The Court Meeting is convened by order of the High Court of England &
Wales under claim number CR-2020-002986.
The Circular is available in English only. Copies may be obtained during normal business
hours from the registered office of the Company and from the offices of the Company’s
sponsor, PSG Capital, from Friday, 31 July 2020 until Wednesday, 7 October 2020 (both days
inclusive). A copy of the Circular will also be available on the Company’s website
(https://www.tisoblackstar.com/tbg/investors/publications/). Certificated shareholders who do
not receive a Circular can request to be sent one by contacting the company secretary, Leanna
Isaacs on +44 (0) 20 3965 6799 or leanna@blackstar.eu. The Circular contains, for use by
certificated shareholders, the Form of Proxy (green) for the Court Meeting, the Form of Proxy
(yellow) for the General Meeting, the Form of Election (blue) in respect of the Scheme and the
Form of Acceptance, Surrender and Transfer in respect of the Standby Offer.
IMPORTANT EXPECTED DATES AND TIMES
Shareholders are referred to the table below setting out important expected dates and times
in relation to the Court Meeting, General Meeting and the Scheme.
2020
Record date to determine which Shareholders are entitled Friday, 24 July
to receive the Circular
Circular posted to Shareholders and notice convening the Friday, 31 July
Court Meeting and notice convening the General Meeting
released on SENS on
Notice of the Court Meeting and Notice of General Meeting Monday, 3 August
published in the press on
Last day to trade in order to be eligible to vote at the Court Tuesday, 8 September
Meeting and the General Meeting by way of voting
instructions via CSDP/Broker
Voting Record Date being 16:00 BST (17:00 SAST) on Friday, 11 September
Forms of Proxy (green) in relation to the Court Meeting to Thursday, 17 September
be lodged with the Transfer Secretaries by 9:00 a.m. BST
(10:00 a.m. SAST), or if not lodged by then may be handed
to the Chairman of the Court Meeting at or before the
commencement of the Court Meeting
Forms of Proxy (yellow) in relation to the General Meeting Thursday, 17 September
to be lodged with the Transfer Secretaries by 9:15 a.m. BST
(10:15 a.m. SAST) on
Court Meeting to be held at 9:00 a.m. BST (10:00 a.m. Monday, 21 September
SAST) on
General Meeting to be held at 9:15 a.m. BST (10:15 a.m. Monday, 21 September
SAST) on
Results of Court Meeting and General Meeting released on Monday, 21 September
SENS on
Results of Court Meeting and General Meeting published in Tuesday, 22 September
the press on
The following dates assume that all Conditions precedent to
the Scheme, save for the Condition set out in paragraphs
6.5.7 and 6.5.9 of the Circular, are fulfilled or, where
applicable, waived by Monday, 21 September 2020 and will
be confirmed in an announcement
Scheme LDT expected to be on Tuesday, 29 September
Trading in Shares on the JSE suspended from Wednesday, 30 September
commencement of trade on or about
Scheme Record Date expected to be on Friday, 2 October
Last day for Forms of Election to be validly lodged with the Friday, 2 October
Transfer Secretaries and elections to be made by
Dematerialised Tiso Blackstar Shareholders by 11:00 a.m.
BST (12:00 p.m. SAST) on
Sanction Hearing Monday, 5 October
Scheme Unconditional Date expected to be on Monday, 5 October
Scheme Unconditional Date announcement expected to be Monday, 5 October
released on SENS by 13:00 BST (14:00 SAST) on
Scheme Unconditional Date announcement expected to be Tuesday, 6 October
published in the press on
Scheme Effective Date expected to be on Tuesday, 6 October
Scheme Consideration payment to Dematerialised Tiso Tuesday, 6 October
Blackstar Shareholders who hold Exit Election Shares
expected to take place on
Scheme Consideration payment to Certificated Tiso Tuesday, 6 October
Blackstar Shareholders who hold Exit Election Shares
expected to take place within 5 Business Days of the
Scheme Effective Date
Termination of listing of Shares on the JSE at Wednesday, 7 October
commencement of trade on or about
Notes:
1. The above dates and times are based on the Tiso Blackstar Board’s expectations and
are subject to such changes as may be determined by the Tiso Blackstar Board and
approved by the JSE and the UK Court, if required. The times and dates are indicative
and depend, amongst other things, on the date on which the UK Court sanctions the
Scheme and the date on which the Conditions are satisfied or, if capable of waiver,
waived. If all Conditions, save for the Condition set out in paragraphs 6.5.7 and 6.5.9 of
the Circular, are not fulfilled or, where applicable, waived by Monday, 21 September
2020, an updated timetable will be released on SENS.
2. Completed Forms of Proxy (green) in relation to the Court Meeting and the authority (if
any) under which they are signed must be lodged with or posted to the Transfer
Secretaries at Link Market Services South Africa Proprietary Limited, 13th Floor, 19
Ameshoff Street, Braamfontein, 2001 (PO Box 4844, Johannesburg, 2000), to be
received by them no later than 9:00 a.m. BST (10:00 a.m. SAST) on Thursday, 17
September 2020 or if not so lodge or posted, they can be handed to the Transfer
Secretaries or to the Chairman of the Court Meeting at or before the commencement of
the Court Meeting.
3. Completed Forms of Proxy (yellow) in relation to the General Meeting and the authority
(if any) under which they are signed must be (i) lodged with or posted to the Transfer
Secretaries at Link Market Services South Africa Proprietary Limited, 13th Floor, 19
Ameshoff Street, Braamfontein, 2001 (PO Box 4844, Johannesburg, 2000), to be
received by them no later than 9:15 a.m. BST (10:15 a.m. SAST) on Thursday, 17
September 2020.
4. Shareholders should note that, as trade in Shares on the JSE is settled in the electronic
settlement system used by Strate, settlement of trades takes place 3 Business Days
after the date of such trades. Therefore, Shareholders who acquire Shares on the JSE
after Tuesday, 8 September 2020, being the expected date for the last day to trade in
Shares for any trade to be settled before the Voting Record Date, will not be entitled to
exercise the votes attaching to those shares at the Court Meeting or the General
Meeting.
5. Dematerialised Tiso Blackstar Shareholders must provide their CSDP or Broker with
their instructions for voting at the Court Meeting and the General Meeting by the cut-off
time and date stipulated by their CSDP or Broker pursuant to their respective Custody
Agreements between them and their CSDP or Broker.
6. No Dematerialisation or Rematerialisation of Shares may take place from the
commencement of business on the Business Day following the Scheme LDT. The
Scheme LDT is expected to be on Tuesday, 29 September 2020.
7. If the Court Meeting and/or the General Meeting is adjourned or postponed, the above
dates and times will change, but the Forms of Proxy submitted for the initial Court
Meeting and/or General Meeting will remain valid in respect of any adjournment or
postponement of the Court Meeting and/or General Meeting.
8. Although the salient dates and times are stated to be subject to change, such statement
shall not be regarded as consent or dispensation for any change to time periods which
may be required pursuant to the UK Companies Act or the JSE Listings Requirements
or by the UK Court, where applicable, and any such consents or dispensations must be
specifically applied for and granted.
9. The date of the Sanction Hearing is expected to be Monday, 5 October 2020. The
indicated dates set above in the expected timetable following the Sanction Hearing
assume that the UK Court sanctions the Scheme and associated Capital Reduction, and
the relevant order is sealed, on that date. Those following dates will accordingly change
if this does not occur on that date.
10. Should a Standby Offer Trigger Event occur, all important dates and times pertinent to
the Standby Offer will be published on SENS and in the press.
11. All times referred to above are references to South African Standard Time, unless
otherwise stipulated.
London
31 July 2020
Sponsor Corporate Advisor English Legal advisor
PSG Capital Vestra Advisory Paul Hastings
Independent Expert Independent Reporting Accountants SA Legal Advisor
BDO Deloitte & Touche and PricewaterhouseCoopers Cliffe Dekker Hofmeyr
Date: 31-07-2020 02:47:00
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.
Sharenet Sites 
