Finalisation Announcement in respect of the Scheme and Delisting of ELB
ELB GROUP LIMITED
Incorporated in the Republic of South Africa
(Registration number 1930/002553/06)
JSE Code: ELR
(“ELB” or “the Company”)
FINALISATION ANNOUNCEMENT IN RESPECT OF THE SCHEME AND DELISTING OF ELB
1.1 ELB Shareholders are referred to the Circular (the “Circular”) and the Supplementary Circular
(the “Supplementary Circular”) issued on 14 August 2020 and 27 November 2020,
respectively, as well as the announcement setting out the results of the Rescheduled General
Meeting released on SENS on 31 December 2020.
1.2 Unless the context indicates otherwise, capitalised (defined) terms used in this announcement
bear the same meanings given to such terms in the Circular and Supplementary Circular.
2. Fulfilment of Outstanding Scheme Conditions Precedent and Implementation of the
The Board is pleased to announce that all remaining Scheme Conditions Precedent have now
been fulfilled or, where applicable, waived, and that the Scheme has, accordingly, become
unconditional and will proceed to implementation.
3. Salient Dates and Times
The remaining salient dates and times in relation to the Scheme and Delisting are as follows:
Finalisation announcement to be published in the South African Tuesday, 19 January
Last day to trade, being the last day to trade Shares on the JSE in Tuesday, 26 January
order to be eligible to participate in the Scheme (“Scheme Last Day
Suspension of listing of Shares on or about Wednesday, 27 January
“Scheme Consideration Record Date”, being the date on which Friday, 29 January
Scheme Participants must be recorded in the Register in order to be
eligible to receive the Scheme Consideration, by close of trade on
Scheme “Operative Date” on or about Monday, 1 February
Scheme Consideration to be sent by EFT or by cheque to Scheme Monday, 1 February
Participants who are Certificated Shareholders and who have
lodged their Form of Surrender and Transfer with the Transfer
Secretaries on or prior to 12:00 on the Scheme Consideration
Record Date, on or about(4)
Dematerialised Scheme Participants to have their accounts (held at Monday, 1 February
their CSDP or Broker) credited with the Scheme Consideration on or
Termination of listing of Shares at the commencement of trade on Tuesday, 2 February
1. All dates and times are subject to change with the approval of the JSE and/or TRP to the extent
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
(being Tuesday, 26 January 2021), Shareholders will be eligible to participate in the Scheme,
as the Scheme Consideration Record Date is Friday, 29 January 2021.
3. All times given in this announcement are local times in South Africa.
4. The gross Scheme Consideration of R2.00 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 R1.60 per Scheme Share
5. The gross Scheme Consideration of R2.00 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 R1.60 per Scheme Share.
4. Dissenting Shareholders
The Company has received Appraisal Rights demands from two Dissenting Shareholders in
respect of an aggregate of 482 284 ELB Shares (representing approximately 1.69% of ELB’s
total issued share capital) in terms of section 164 of the Companies Act. The appraisal rights
process will be followed, to the extent applicable and required, in accordance with section 164 of
the Companies Act, and will not affect the implementation of the Scheme.
5. Responsibility Statement
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 ELB, the
Scheme 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.
18 January 2021
Questco Proprietary Limited
Date: 18-01-2021 11:35:00
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.