Wrap Text
Scheme finalisation announcement and changes to the Atlantic Leaf Board
Atlantic Leaf Properties Limited
(Incorporated in Jersey)
(Registration Number: 128426)
SEM share code: ALPL.N0000
JSE share code: ALP
ISIN: MU0422N00009
www.atlanticleaf.com
(“Atlantic Leaf” or the “Company”)
SCHEME FINALISATION ANNOUNCEMENT AND CHANGES TO THE ATLANTIC LEAF BOARD
Unless otherwise defined herein, all capitalised terms used in this announcement shall bear the same
meanings as in the circular issued by the Company on Monday, 15 June 2020.
Sanctioning of the Scheme
Atlantic Leaf Shareholders are referred to previous announcements published on SENS and the SEM
Website relating to the Acquisition and the Scheme, the last of which was published on Thursday, 16
July 2020.
The Atlantic Leaf Board is pleased to announce that the Scheme was sanctioned by the Court at the
Court Hearing held yesterday, Monday, 3 August 2020, and that the Court Order was filed with the
Jersey Registrar today, Tuesday, 4 August 2020. All the Conditions to the Scheme have now been
satisfied and the Scheme became effective in accordance with its terms today, Tuesday, 4 August 2020.
The Acquisition is expected to complete on Monday, 17 August 2020, as further described below.
GBP/ZAR Exchange Rate and settlement of the Scheme Consideration
Scheme Shareholders that are registered on the South African branch register at the Scheme Record
Time will receive the Scheme Consideration of 80.5 GBP pence in Rand and for this purpose the GBP
denominated Scheme Consideration will be converted to Rand at GBP 1.00 : ZAR 22.38150, being the
market rate for a transaction between GBP and Rand prevailing on the Effective Date in accordance
with the terms of the Circular issued by the Company on 15 June 2020. Accordingly, the Rand value of
the Scheme Consideration is R18.01711.
Scheme Shareholders that are registered on the Mauritian branch register at the Scheme Record Time
will receive the Scheme Consideration in GBP.
Salient dates and times
The Acquisition will be implemented in accordance with the salient dates and times set out below:
Time and date
Event (2020)
Last day to trade in Atlantic Leaf Shares in order to be
recorded on the SA branch register and the Mauritian
branch register at the Scheme Record Time (note 1) Tuesday, 11 August
Date of the suspension of listing and trading of Atlantic
Leaf’s Shares on the JSE and the SEM (note 2) Wednesday, 12 August
Form of Transfer and Surrender to be lodged with the 11 a.m. UK time (12.00 p.m. South
transfer secretaries (to be completed by Certificated SA African time/ 2.00 p.m. Mauritian time)
Shareholders) on Friday, 14 August
Scheme Record Time 4.00 p.m. UK time (5.00 p.m. South
African time/ 7.00 p.m. Mauritian time)
on Friday, 14 August
Completion Date Monday, 17 August
Date of transfer of the Scheme Consideration to
Certificated SA Shareholders and to all Mauritian
Shareholders Monday, 17 August
Date of updating accounts of Dematerialised SA
Shareholders held at their CSDP or broker Monday, 17 August
Transfer of Scheme Shares held by Mauritian
Shareholders to the Offeror Monday, 17 August
Termination of listing of Atlantic Leaf Shares on the Main
Board of the JSE and the Official List of the SEM,
respectively, at the commencement of trade Tuesday, 18 August
Mauritian Shareholders accounts credited with the Scheme
Consideration on or about (note 3) Thursday, 20 August
Long Stop Date Thursday, 15 October
Notes:
1. No dematerialisation or rematerialisation of Atlantic Leaf Shares may take place after Tuesday, 11 August 2020,
being the last date to trade in Atlantic Leaf Shares on the Main Board of the JSE and the Official List of the
SEM in order to be recorded on the share register at the Scheme Record Time.
2. Atlantic Leaf Shares will be suspended from listing and trading on the Main Board of the JSE and the Official
List of the SEM at the commencement of trading on Wednesday, 12 August 2020.
3. The transfer of the Scheme Shares from each Mauritian Shareholder to the Offeror shall be executed on the
Crossing Board of the SEM. Brokerage fees relating to these share transfers will be borne by both the Offeror
and Mauritian Shareholders. Trades on the Crossing Board are settled on the basis of trade + 3 Business Days
settlement cycle. Therefore, the Scheme Shares will be reflected in the securities account of the Offeror held
with the CDS, on Thursday, 20 August 2020. Similarly, the Scheme Consideration will be credited to the bank
account of each Mauritian Shareholder on or about Thursday, 20 August 2020.
Changes to the Atlantic Leaf Board
Atlantic Leaf Shareholders are advised that Edward Jones, Samuele Cappelletti and Mary Craddock,
being representatives of the Offeror, have been appointed to the Atlantic Leaf Board with effect from
the Effective Date, being 4 August 2020.
Atlantic Leaf Shareholders are further advised that pursuant to the terms of the Acquisition and with
effect from the Effective Date, Peter Bacon, Laurence Rapp, Cleopatra Folkes, Nicholas Winearls and
Rudolf Pretorius resigned from the Atlantic Leaf Board. Charles Butler has tendered his resignation and
will resign from the Atlantic Leaf Board with effect from completion of the Acquisition, which is expected
to take place on Monday, 17 August 2020.
The Atlantic Leaf Board wishes to express its gratitude and appreciation to Peter, Laurence, Cleopatra,
Nicholas, Rudolf and Charles for their valuable contributions during their terms as Directors.
This announcement is issued pursuant to the JSE Listings Requirements, SEM Listing Rule 15.24 and
the Mauritian Securities Act 2005. The Atlantic Leaf Board accepts full responsibility for the accuracy
of the information contained in this announcement.
By order of the Atlantic Leaf Board
4 August 2020
Enquiries
Atlantic Leaf Properties Limited
Paul Leaf-Wright +27 (0) 83 775 3646
Mark Pryce +44 (0) 74 9323 8576
Java Capital Proprietary Limited (JSE sponsor and +27 (0) 60 544 7120
corporate advisor to Atlantic Leaf)
Cliffe Dekker Hofmeyr Inc. (Principal legal advisor to
Atlantic Leaf and the Atlantic Leaf Independent
Board)
Perigeum Capital Ltd (SEM authorised +230 402 0890
representative and sponsor to Atlantic Leaf)
Lazard & Co., Limited (Financial advisor to the +44 (0) 20 7187 2000
Offeror)
Gibson, Dunn & Crutcher UK LLP (Principal legal +44 (0) 20 7071 4000
advisor to the Offeror)
FTI Consulting
Sherryn Schooling +27 (0) 21 748 9027 (direct)
+27 (0) 82 776 2840 (mobile)
Date: 04-08-2020 11:45:00
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