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ELB GROUP LIMITED - Finalisation Announcement in respect of the Scheme and Delisting of ELB

Release Date: 18/01/2021 11:35
Code(s): ELR     PDF:  
Wrap Text
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)
ISIN: ZAE000035101
JSE Code: ELR
(“ELB” or “the Company”)


FINALISATION ANNOUNCEMENT IN RESPECT OF THE SCHEME AND DELISTING OF ELB


1. Introduction

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
   Scheme

      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
  press on
  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
  to Trade”)
  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
  about(5)
  Termination of listing of Shares at the commencement of trade on             Tuesday, 2 February
  or about
 
Notes:

   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.


Johannesburg
18 January 2021

Legal Advisor
Webber Wentzel

Transaction Sponsor
Questco Proprietary Limited

Date: 18-01-2021 11:35:00
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