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Distribution of combined offer circular and notice of general meeting
AFRICAN OXYGEN LIMITED LINDE PLC LINDE SOUTH AFRICA
(Incorporated in the Republic (Incorporated in the Republic PROPRIETARY LIMITED
of South Africa) of Ireland) (Incorporated in the Republic
(Registration number (Registration number 602527) of South Africa)
1927/000089/06) NYSE Share code: LIN (Registration Number
JSE Share code: AFX FSE Share code: LIN 2020/211363/ 07)
NSX Share code: AOX ISIN: IE00BZ12WP82
ISIN: ZAE000067120
("Afrox" or "the Company") ("Linde") (“Linde Offeror”)
DISTRIBUTION OF COMBINED OFFER CIRCULAR AND NOTICE OF GENERAL MEETING
INTRODUCTION
Shareholders of Afrox (“Afrox Shareholders”) are referred to the joint firm intention announcement
(“FIA”) by Afrox, Linde and Linde Offeror, published on the Stock Exchange News Service (“SENS”) on
16 October 2020. In the FIA, Afrox Shareholders were advised that Linde Offeror and Afrox had
concluded a transaction implementation agreement in terms of which Linde Offeror had notified Afrox
of its firm intention to make an offer (“Linde Offer”) to Afrox Shareholders other than (i) a member of
the Afrox group, including subsidiaries of Afrox that hold treasury shares; or (ii) a member of the Linde
group, including B O C Holdings (collectively, “Excluded Shareholders”) to acquire all of the issued
ordinary shares in Afrox (“Afrox Ordinary Shares”) other than those Afrox Ordinary Shares held by
Excluded Shareholders (“Excluded Shares”).
As announced in the FIA, the Linde Offer will be made by way of a single offer comprising:
- a scheme of arrangement in terms of Section 114(1) of the Companies Act (“Scheme”), the
declaration and payment of a special dividend of ZAR3.82 (“Scheme Special Dividend”) per Afrox
Ordinary Share subject to the Scheme becoming operative, and the termination of the listing of all
of the Afrox Ordinary Shares on the JSE and NSX, respectively (“Delisting”) (the “Scheme
Transaction”); and
- if any condition precedent to the Scheme is not fulfilled and, where applicable, not waived or the
Scheme otherwise fails (“Standby Offer Trigger Event”), a conditional general offer to Afrox
Shareholders, other than the Excluded Shareholders, in accordance with the provisions of
Section 117(1)(c)(v) of the Companies Act and Paragraph 1.15(c) of the JSE Listings Requirements
(“Standby Offer”), the declaration and payment of a special dividend of ZAR3.82 (“Standby Offer
Special Dividend”) per Afrox Ordinary Share subject to the Standby Offer being implemented, and
the Delisting (the “Standby Offer Transaction”),
in each case on the terms and conditions set out in the Circular (described below).
The Linde Offer provides for a cash consideration of ZAR21.18 (twenty one Rand and eighteen Cents)
(“Consideration”) per Afrox Ordinary Share acquired pursuant to the Scheme Transaction or Standby
Offer Transaction, as the case may be.
The 30-day volume weighted average traded price (“VWAP”) of Afrox Ordinary Shares as at 15 October
2020 was ZAR17.21 (seventeen Rand and twenty one Cents). Subsequent to a reduction by an amount
equal to the Special Dividend, the adjusted 30-day VWAP of Afrox Ordinary Shares as at 15 October
2020 was ZAR13.39 (thirteen Rand and thirty nine Cents). The Consideration represents a premium of
58.2% (fifty eight point two per cent) to the adjusted 30-day VWAP.
DISTRIBUTION OF COMBINED CIRCULAR AND NOTICE OF GENERAL MEETING
A circular, detailing inter alia the terms and conditions of the Scheme Transaction and the Standby Offer
Transaction (“Circular”), has been distributed to Afrox Shareholders today, Wednesday, 11 November
2020. The Circular also incorporates a notice convening a general meeting of Afrox Shareholders
(“General Meeting”) for the purpose of considering, and, if deemed fit, passing, with or without
modification, the resolutions contained in such notice.
Due to the COVID-19 (Coronavirus) pandemic and the measures put in place by the South African
Government in response to the Coronavirus pandemic, particularly the restrictions in regard to public
gatherings, the General Meeting will not be held in person and will only be accessible through electronic
participation. The General Meeting will be held at 10:00 on Thursday, 10 December 2020 entirely
through electronic participation, as permitted by the Companies Act and the MOI.
The Circular is available in English only. Copies may be obtained during normal business hours from
the registered office of Afrox at Afrox House, 23 Webber Street, Selby, Johannesburg, 2001, from the
offices of Linde’s legal advisor Bowman Gilfillan Inc. at 11 Alice Lane, Sandton, Johannesburg, South
Africa, from the offices of the Company’s JSE sponsor One Capital Sponsor Services Proprietary
Limited at 17 Fricker Road, Illovo, 2196, South Africa and from the Company’s NSX sponsor Cirrus
Securities Proprietary Limited, at 2nd Floor, Maerua Mall Office Tower, Jan Jonker Road, Windhoek,
Namibia from Wednesday, 11 November 2020, until the date on which the Scheme Transaction is
implemented or, if the Standby Offer Transaction becomes effective, the closing date of the Standby
Offer. A copy of the Circular is also available on the Company’s website (www.afrox.com).
IMPORTANT DATES AND TIMES
Afrox Shareholders are referred to the table below setting out the important dates and times in relation
to the Scheme Transaction. Capitalised terms used below and elsewhere in this announcement and
that are not otherwise defined, bear the meaning ascribed to them in the Circular.
If a Standby Offer Trigger Event occurs and the Standby Offer Transaction becomes effective, an
appropriate announcement will be released on SENS and, where required, in the South African press
which will detail the important dates and times in relation to the Standby Offer Transaction.
2020
Record date to determine which Afrox Shareholders are entitled to receive Friday, 6 November
the Circular
Distribution of the Circular to Afrox Shareholders Wednesday, 11 November
Notice of distribution of the Circular published on SENS Wednesday, 11 November
Notice of posting of the Circular published in the South African press Thursday, 12 November
Last day to trade in order to be recorded in the Register on the Voting Tuesday, 24 November
Record Date in order to be eligible to vote at the General Meeting
Voting Record Date, being the date to determine which Afrox Friday, 27 November
Shareholders are entitled to vote at the General Meeting
Expected Special Dividend Declaration Date and related announcement Tuesday, 8 December
to be published on SENS
Lodge Form of Proxy in respect of the General Meeting with the Transfer Tuesday, 8 December
Secretaries/Agent by 10:00
Forms of Proxy to be submitted to the Transfer Secretaries/Agent at any Thursday, 10 December
time before commencement of the General Meeting
Last day for any Afrox Shareholder to deliver a Notice of Objection to Afrox Thursday, 10 December
in accordance with Section 164(3) of the Companies Act before the
resolution is voted on at the General Meeting
General Meeting of Afrox Shareholders to be held by electronic Thursday, 10 December
communication at 10:00
Results of General Meeting released on SENS Thursday, 10 December
Results of General Meeting published in the South African press Friday, 11 December
If the Scheme is approved by Afrox Shareholders at the General
Meeting:
Last day for Afrox Shareholders who voted against the Scheme Friday, 18 December
Resolution to require Afrox to seek Court approval for the Scheme
Resolution in terms of Section 115(3)(a) of the Companies Act (where
applicable)
Last day for Afrox Shareholders who voted against the Scheme Monday, 28 December
Resolution to approach the Court for leave to apply for a review of the
Scheme Resolution in terms of Section 115(3)(b) of the Companies Act
Last date for Afrox to send a Notice of Adoption in terms of Section 164(4) Monday, 28 December
of the Companies Act to Afrox Shareholders who delivered a Notice of
Objection and voted against the Scheme Resolution
Expected last date for Dissenting Shareholders (if any) to deliver an Tuesday, 26 January
Appraisal Demand 2021
The following dates assume that all Scheme Conditions are fulfilled
or, where applicable, waived and that neither Court approval nor
review of the Scheme Resolution is required and no Appraisal Rights
in excess of the 5% threshold contemplated in the Scheme
Conditions are exercised, and will be confirmed in the finalisation
announcement if the Scheme Transaction becomes unconditional in
all respects:
Takeover Panel compliance certificate issued in terms of Section 121(b) Tuesday, 29 December
of the Companies Act, on or about
Scheme Special Dividend finalisation announcement expected to be Tuesday, 29 December
published on SENS
Scheme Finalisation Date announcement expected to be published on Tuesday, 29 December
SENS
Scheme Special Dividend finalisation announcement expected to be Wednesday, 30 December
published in the South African press
Scheme Finalisation Date announcement expected to be published in the Wednesday, 30 December
South African press
2021
Application for the Delisting of the Afrox Ordinary Shares expected to be Wednesday, 6 January
lodged with the JSE, on
Expected last day to trade in order to be eligible to receive the Scheme Tuesday, 12 January
Special Dividend
Scheme Last Day to Trade, being the last day to trade Afrox Ordinary Tuesday, 12 January
Shares on the JSE and NSX in order to be recorded in the Register to
receive the Scheme Consideration
Suspension of listing and trading of Afrox Ordinary Shares on the JSE and Wednesday, 13 January
NSX expected to take place at the commencement of trade on
Scheme Special Dividend Record Date to be recorded in the Register in Friday, 15 January
order to receive the Scheme Special Dividend expected to be on
Scheme Consideration Record Date to be recorded in the Register in Friday, 15 January
order to receive the Scheme Consideration expected to be on
Scheme Implementation Date expected to be on Monday, 18 January
Dematerialised Scheme Qualifying Afrox Shareholders expected to have Monday, 18 January
their accounts (held at their CSDP or Broker) credited with the Scheme
Special Dividend amount, on or about
Dematerialised Scheme Participants expected to have their accounts Monday, 18 January
(held at their CSDP or Broker) credited with the Scheme Consideration,
on or about
Certificated Scheme Qualifying Afrox Shareholders expected to have their Monday, 18 January
Scheme Special Dividend amount paid to them, if they have provided
correct bank details to the Transfer Secretaries/Agent before the Special
Dividend Record Date, on or about
Certificated Scheme Participants expected to have their Scheme Monday, 18 January
Consideration amount paid to them by EFT, if (i) their Form of Surrender
and Transfer (green) and Documents of Title are received by the Transfer
Secretaries/Agent on or prior to 12:00 on the Scheme Consideration
Record Date and (ii) they have provided the correct bank details, on
Certificated Scheme Participants expected to have their Scheme After Monday, 18 January
Consideration amount paid to them by EFT, if (i) their Form of Surrender
and Transfer (green) and Documents of Title are received by the Transfer
Secretaries/Agent on or prior to 12:00 on the Scheme Consideration
Record Date and (ii) they have not provided bank details or have provided
incorrect bank details, approximately 5 (five) Business Days after
updating their bank mandate data with the Transfer Secretaries/Agent
Termination of listing of Afrox Ordinary Shares on the JSE and NSX Tuesday, 19 January
expected to take place at the commencement of trade, on or about
Notes:
1. The above dates and times are subject to such changes as may be agreed to by Afrox and Linde Offeror and
approved by the Takeover Panel, the JSE and/or the NSX, if required. If the Scheme Finalisation Date is not
on Tuesday, 29 December 2020 (or if the Scheme Finalisation Date falls on a day before Tuesday, 29 December 2020),
an updated timetable will be released on SENS and, where required, in the South African press.
2. Completed Forms of Proxy and the authority (if any) under which they are signed must be (i) lodged with or
posted, emailed or faxed either to the South African Transfer Secretaries (Computershare Investor Services
(Pty) Ltd) at Rosebank Towers, 15 Biermann Avenue, Rosebank, Johannesburg, 2196 (Private Bag X9000,
Saxonwold, 2132, South Africa; proxy@computershare.co.za; or +27 11 688 5238) or the Namibian Transfer
Secretaries (Transfer Secretaries (Pty) Ltd) at 4 Robert Mugabe Avenue (entrance from Dr Theo-Gurirab
Street), Windhoek, Namibia (PO Box 2401, Windhoek, 10005, Namibia; or +264 61 248 531), to be received
by them by no later than 10:00 on Tuesday, 8 December 2020 or (ii) the chairperson of the General Meeting
may, in his/her discretion, accept Forms of Proxy so lodged or received after 10:00 on Tuesday, 8 December
2020 up until the time of commencement of the General Meeting.
3. Afrox Shareholders should note that, as trade in Afrox Ordinary Shares listed on the JSE and NSX is settled
in the electronic settlement system used by Strate, settlement of trades takes place 3 (three) Business Days
after the date of such trades. Therefore, Afrox Shareholders who acquire Afrox Ordinary Shares on the JSE
or NSX after Tuesday, 24 November 2020, being the last day to trade in Afrox Ordinary Shares so as to be
recorded in the Register on the Voting Record Date, will not be entitled to attend, speak or vote at the General
Meeting but may nevertheless, if the Scheme Transaction becomes Operative, participate in the Scheme
Transaction, provided that they acquire Afrox Ordinary Shares on or prior to the Scheme Last Day to Trade.
4. Afrox Shareholders who wish to exercise their Appraisal Rights are referred to paragraph 4.8 of the Circular
and Annexure 5 to the Circular for purposes of determining the relevant timing for the exercise of their
Appraisal Rights.
5. Afrox Shareholders who wish to exercise their right in terms of Section 115(3) of the Companies Act, to require
the approval of a Court for the Scheme, should refer to Annexure 5 to the Circular which includes an extract
of Section 115 of the Companies Act. Should Afrox Shareholders exercise their rights in terms of Section
115(3) of the Companies Act, the dates and times set out above may change, in which case an updated
timetable will be released on SENS and, where required, in the South African press.
6. Dematerialised Shareholders, other than those with Own-Name Registration, must provide their CSDP or
Broker with their instructions for voting at the General Meeting by the cut-off time and date stipulated in the
Custody Agreements between them and their CSDP or Broker.
7. No dematerialisation or rematerialisation of Afrox Ordinary Shares may take place from the commencement
of business on the Business Day following:
- the General Meeting last day to trade, being Tuesday, 24 November 2020, until the Business Day
following the Voting Record Date, being Friday, 27 November 2020; and
- the Scheme Last Day to Trade, being Tuesday, 12 January 2021.
8. If the General Meeting is adjourned or postponed, the above dates and times will change, but the Forms of
Proxy submitted for the initial General Meeting will remain valid in respect of any adjournment or postponement
of the General Meeting.
9. Scheme Participants who are Certificated Shareholders who do not provide their Form of Surrender and
Transfer and Documents of Title to the Transfer Secretaries/Agent on or prior to 12:00 on the Scheme
Consideration Record Date will receive payment of the Scheme Consideration within 5 (five) Business Days
of receipt by the Transfer Secretaries/Agent of the Documents of Title and duly completed Form of Surrender
and Transfer.
10. Although the salient dates and times are stated to be subject to change, such statement shall not be regarded
as implying that any consent or dispensation for such change to time periods which may be required in terms
of the Companies Act, the Takeover Regulations and the JSE Listings Requirements, where applicable, has
already been obtained, and any such consents or dispensations must be specifically applied for and granted.
11. All times referred to in this Circular are references to South African Standard Time, on the basis of a 24-hour
clock (00:00 to 24:00).
UPDATED INDEPENDENT EXPERT’S OPINION AND RECOMMENDATION OF THE INDEPENDENT BOARD AND AFROX BOARD
Investec Bank Limited (the “Independent Expert”) has issued an updated and final report, as
required in terms of Sections 114(2) and 114(3) of the Companies Act and Regulations 90 and 110
of the Companies Regulations, and in accordance with Paragraph 1.15(d) as read with Schedule 5
of the JSE Listings Requirements, in relation to the Scheme and the Standby Offer.
The Independent Board, taking into account the final report of the Independent Expert, has
considered the terms and conditions of the Linde Offer and the members of the Independent Board
are unanimously of the opinion that:
(i) the terms and conditions of the Scheme including in particular the Scheme Consideration, in
the context of the Scheme Transaction, are fair and reasonable insofar as Afrox Shareholders
are concerned; and
(ii) the terms and conditions of the Standby Offer including in particular the Standby Offer
Consideration, in the context of the Standby Offer Transaction, are fair and reasonable insofar
as Afrox Shareholders are concerned,
as the term “fair and reasonable” is contemplated in the Takeover Regulations.
The Afrox Board, taking into account the final report of the Independent Expert, confirms that the
Standby Offer, in the context of the Standby Offer Transaction, is fair insofar as Afrox Shareholders
(excluding any related parties to Linde Offeror) are concerned (as the term “fair” is contemplated in
the JSE Listings Requirements).
INDEPENDENT BOARD AND AFROX BOARD RESPONSIBILITY STATEMENT
The Independent Board and Afrox Board collectively and individually accept responsibility for the
information contained in this announcement which relates to Afrox and confirms that, to the best of
their knowledge and belief, such information which relates to Afrox is true and this announcement
does not omit anything likely to affect the importance of such information.
LINDE OFFEROR BOARD RESPONSIBILITY STATEMENT
The board of directors of Linde Offeror accepts responsibility for the information contained in this
announcement which relates to Linde Offeror and confirms that, to the best of its knowledge and
belief, such information which relates to Linde Offeror is true and this announcement does not omit
anything likely to affect the importance of such information.
Johannesburg
11 November 2020
Transaction Sponsor and JSE Sponsor to Afrox
One Capital
Financial advisor to Linde
Rand Merchant Bank
Legal advisor to Afrox
ENSafrica
Legal advisor to Linde
Bowman Gilfillan Inc.
Independent Expert to Afrox
Investec Bank Limited
South African Transfer Secretaries to Afrox
Computershare Investor Services Proprietary Limited
NSX Sponsor to Afrox
Cirrus Securities Proprietary Limited
Namibian Transfer Agent to Afrox
Transfer Secretaries (Pty) Ltd
THE LINDE OFFER, IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE
MAILS OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION,
TELEPHONICALLY OR ELECTRONICALLY) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY
FACILITY OF THE NATIONAL SECURITIES EXCHANGES OF ANY JURISDICTION IN WHICH IT IS ILLEGAL
OR OTHERWISE UNLAWFUL FOR THE OFFER TO BE MADE OR ACCEPTED, INCLUDING (WITHOUT
LIMITATION) AUSTRALIA, CANADA, JAPAN AND THE UNITED STATES (ANY SUCH JURISDICTION, A
“RESTRICTED JURISDICTION”), AND THE LINDE OFFER CANNOT BE ACCEPTED BY ANY SUCH USE,
MEANS, INSTRUMENTALITY OR FACILITY OR FROM WITHIN A RESTRICTED JURISDICTION.
ACCORDINGLY, NEITHER COPIES OF THE OFFER CIRCULAR NOR ANY RELATED DOCUMENTATION
ARE BEING OR MAY BE MAILED OR OTHERWISE DISTRIBUTED OR SENT IN OR INTO OR FROM A
RESTRICTED JURISDICTION, AND IF RECEIVED IN ANY RESTRICTED JURISDICTION, THE OFFER
CIRCULAR SHOULD BE TREATED AS BEING RECEIVED FOR INFORMATION PURPOSES ONLY.
Date: 11-11-2020 04:31:00
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.
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