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Distribution of circular and notice of general meeting
Mazor Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 2007/017221/06)
Share code: MZR
ISIN: ZAE000109823
(“Mazor” or “the Company”)
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
INTRODUCTION
Mazor shareholders (“Shareholders”) are referred to the joint Firm Intention Announcement published on SENS
on 3 November 2020 wherein they were advised of Mazor's firm intention to make an offer to the Mazor
shareholders to repurchase their Mazor shares by way of a scheme of arrangement ("Scheme"), or if the scheme
of arrangement fails, of Ronen Mazor's firm intention to make a general offer to purchase those Mazor shares
in issue not already held by him ("General Offer"), and the proposed delisting of Mazor from the JSE ("Delisting")
(collectively the “Proposed Transaction").
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
The circular detailing the terms of the Proposed Transaction (“Circular”), is being distributed to Shareholders
today, Friday, 4 December 2020 in accordance with the terms of the time extension in relation to the distribution
of the Circular granted by the Takeover Regulation Panel (“TRP”). The Circular also incorporates 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.
As a result of the impact of the COVID-19 pandemic and the restrictions placed on public gatherings, the General
Meeting will be held in electronic format only.
Notice is hereby given that the General Meeting will be held entirely through electronic participation at 09:00 on
Thursday, 7 January 2021 to consider and, if deemed fit, to pass the resolutions required to approve the
Proposed Transaction and related matters. The instructions for electronic participation at the General Meeting
are contained in the Electronic Participation Form annexed to the Notice of General Meeting. The Circular is
available in English only. Copies may be obtained during normal business hours from the registered office of
Mazor, and on the website www.mazor.co.za from today, Friday, 4 December 2020 until the date on which the
Scheme is implemented.
IMPORTANT DATES AND TIMES
Shareholders are referred to the table below setting out important dates and times in relation to the General
Meeting and the Scheme. Capitalised terms used below and elsewhere in this announcement and that are not
otherwise defined, bear the meanings ascribed to them in the Circular.
2020/2021
Record date for Shareholders to be recorded in the Register in order to receive this Circular Friday, 27 November
Posting of the Circular to Shareholders and Notice convening General Meeting released on SENS Friday, 4 December
Notice convening General Meeting published in the press Monday, 7 December
General Offer Opening Date at 12:00 on Monday, 7 December
Last day to trade in Mazor Shares in order to be recorded in the Register to vote at the General Monday, 28 December
Meeting (Voting Last Day to Trade)
Voting Record Date to be eligible to vote at the General Meeting Thursday, 31 December
'Form of Proxy' to be lodged at, posted, or emailed to the Transfer Secretary by 09:00 on Tuesday, 5 January
Last date and time for Shareholders to give written notice to Mazor objecting, in terms of section Thursday, 7 January
164(3) of the Companies Act, to the Scheme Resolution for purposes of the Appraisal Rights, by
09:00 on
Any 'Form of Proxy' not lodged with Transfer Secretary must be submitted in the manner Thursday, 7 January
contemplated in the Electronic Participation Form before 09:00 on
General Meeting to be held at 09:00 on Thursday, 7 January
Results of General Meeting released on SENS Thursday, 7 January
Expected date of lodging an application for the termination of listing of the Shares on the JSE Friday, 8 January
Results of the General Meeting published in the press Friday, 8 January
The following dates assume that the Scheme is approved by Scheme Members at the General Meeting, and that neither Court
approvals nor the review of the Scheme is required and will be confirmed in the finalisation announcement if the Scheme becomes
unconditional:
Last date for objecting Mazor Shareholders who voted against the Scheme Resolution to require Thursday, 14 January
Mazor to seek Court approval for the Scheme in terms of section 115(3)(a) of the Companies Act, if
at least 15% of the total votes of Mazor Shareholders at the General Meeting were exercised against
the Scheme Resolution
Last date for Shareholders who voted against the Scheme to apply to Court for leave to apply for a Thursday, 21 January
review of the Scheme in terms of section 115(3)(b) of the Companies Act
Last date for Mazor to send notice of adoption of the Scheme Resolution in terms of section 164(4) Thursday, 21 January
of the Companies Act to Shareholders who provided written notice of objection of and subsequently
voted against the Scheme Resolution
Receive compliance certificate from the TRP Friday, 22 January
Scheme Finalisation Date announcement expected to be released on SENS Monday, 25 January
Scheme Finalisation Date announcement expected to be published in the press Tuesday, 26 January
Last day to trade in Mazor Shares in order to be included in the share register to receive Scheme Tuesday, 9 February
Consideration (Scheme Last Day to Trade)
Expected suspension of listing of Shares at the commencement of trade on the JSE Wednesday, 10 February
'Form of Election, Transfer and Surrender' must be submitted by 12:00 on Friday, 12 February
(See note 1 below)
Scheme Record Date, the date on, and time at, which all persons must be recorded in the Register Friday, 12 February
in order to receive the Scheme Consideration on:
Expected Operative Date Monday, 15 February
Scheme Consideration will be sent by EFT or by cheque to Certificated Shareholders who have Monday, 15 February
lodged their 'Form of Election, Surrender and Transfer' with the Transfer Secretaries on or prior to
12:00 on the Scheme Record Date and elected the Repurchase Option:
Dematerialised Scheme Participants expected to have their accounts (held at their CSDP or Monday, 15 February
Broker) credited with the Scheme Consideration on or about
Expected termination of listing of Shares on the JSE at the commencement of trade on or about Tuesday, 16 February
If the Scheme does not become unconditional and the General Offer is implemented:
Expected finalisation announcement published on SENS Tuesday, 19 January
Expected date of lodging an application for the termination of listing of the Shares on the JSE Tuesday, 19 January
Expected finalisation announcement published in the South African press Wednesday, 20 January
First date on which the General Offer Consideration is expected to be sent by EFT or by cheque to Monday, 25 January
General Offer Participants who are Certificated Shareholders who have lodged their 'Form of
Acceptance and Transfer' with the Transfer Secretaries on or prior to the General Offer being declared
wholly unconditional, on or about
First date on which Dematerialised General Offer Participants are expected to have their accounts with Monday, 25 January
their Broker or CSDP credited with the General Offer Consideration on or about
Expected last day to trade to take up the General Offer Tuesday, 26 January
Expected suspension of the listing of the Shares at the commencement of trade on the JSE Wednesday, 27 January
Expected General Offer record date Friday, 29 January
Expected General Offer Closing Date. Forms to be submitted by 12:00 on Friday, 29 January
Last date on which the General Offer Consideration is expected to be sent by EFT or by cheque to Monday, 1 February
General Offer Participants who are Certificated Shareholders who have lodged their Form of
Acceptance and Transfer with the Transfer Secretaries on or prior to the last day to trade to take up
the General Offer, on or about
Last date on which Dematerialised General Offer Participants are expected to have their accounts with Monday, 1 February
their Broker or CSDP credited with the General Offer Consideration on or about
Expected termination of the listing of the Shares at commencement of trade on the JSE Tuesday, 2 February
Notes:
1. All of the above dates and times are subject to change, with the approval of the JSE and/or TRP, if required. The dates have been
determined based on certain assumptions regarding the dates by which certain regulatory approvals including, but not limited to, that of the
JSE and TRP, will be obtained and that no Court approval or review of the Scheme will be required. Any change will be released on SENS
and published in the South African press.
2. Shareholders are referred to paragraph 4.8 of the Circular (which contains a summary of dissenting shareholders’ Appraisal Rights in
respect of the Scheme) regarding timing considerations relating to the Appraisal Rights afforded to Shareholders.
3. Shareholders should note that as transactions in shares are settled in the electronic settlement system used by Strate, settlement of
trades takes place 3 (three) Business Days after such trade. Therefore persons who acquire Shares after close of trade on Monday, 28
December 2020 will not be eligible to attend, participate in and vote at the General Meeting, but will, provided the Scheme is approved and
they acquire the Mazor Shares on or prior to the Scheme Last Day to Trade (expected to be Tuesday, 9 February 2021), participate in the
Scheme.
4. A Shareholder may submit a 'Form of Proxy' at any time before the commencement of the General Meeting together with the Electronic
Participation Form. For administrative purposes, Shareholders are requested to lodge a ‘Form of Proxy’ together with the Electronic
Participation Form with the Transfer Secretaries not less than 48 hours before the General Meeting. Shareholders will also be entitled to
furnish a copy of such ‘Form of Proxy’ together with the Electronic Participation Form before the commencement of the General Meeting in
the manner contemplated in the Electronic Participation Form.
5. If the General Meeting is adjourned or postponed, 'Forms of Proxy' submitted for the initial General Meeting will remain valid in respect
of any adjournment or postponement of the General Meeting.
6. All times given in the Circular are local times in the Republic of South Africa. If the Scheme becomes operative, share certificates may
not be Dematerialised or rematerialised after the Scheme Last Day to Trade.
7. The date of payment of the Scheme Consideration is expected to be Monday, 15 February 2021 in respect of Dematerialised Mazor
Shareholders and Certificated Mazor Shareholders.
8. The date of payment of the General Offer Consideration is the date reflected in the timetable. Receipt of such General Offer Consideration
by Certificated Shareholders will take place within 5 (five) Business Days of such General Offer Consideration payment date and in
accordance with paragraph 5.6.6 of this Circular.
9. Should sufficient Mazor Shareholders vote against the Scheme Resolution at the General Meeting so that a Shareholder may require
Mazor to obtain Court approval regarding the Scheme Resolution as contemplated in section 115(3)(a) of the Companies Act, and if a
Shareholder in fact delivers such a request, the dates and times set out above will need to be amended. Shareholders will be notified
separately of the applicable dates and times under this process.
10. If any Shareholder who votes against the Scheme Resolution exercises its rights in terms of section 115(3)(b) of the Companies Act
and applies to Court for a review of the Scheme, the dates and times set out above will need to be amended. Mazor Shareholders will be
notified separately of the applicable dates and times under this process.
THE INDEPENDENT BOARD AND MAZOR BOARD RESPONSIBILITY STATEMENT
The Board and the Independent Board each accept responsibility for the information contained in this
announcement insofar as it relates to Mazor, the Scheme and the Delisting. To the best of their collective
knowledge and belief, the information contained in this announcement is true and this announcement does not
omit anything likely to affect the importance of the information.
THE GENERAL OFFEROR RESPONSIBILITY STATEMENT
The General Offeror accepts responsibility for the information contained in this announcement insofar as it
relates to the General Offeror, the General Offer, and the Delisting. To the best of his knowledge and belief, the
information contained in this announcement is true and this announcement does not omit anything likely to affect
the importance of the information.
Johannesburg
4 December 2020
Sponsor & Corporate Advisor: Bridge Capital Advisors Proprietary Limited
Legal Advisor: Cliffe Dekker Hofmeyr Inc.
Independent Expert: Letsema Corporate Finance Proprietary Limited
Reporting Accountants: Mazars
Date: 04-12-2020 03:58:00
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