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Finalisation announcement in respect of the general offer and delisting
Mazor Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 2007/017221/06)
Share code: MZR
ISIN: ZAE000109823
(“Mazor” or “the Company”)
FINALISATION ANNOUNCEMENT IN RESPECT OF THE GENERAL OFFER AND DELISTING
Capitalised terms used but not defined in this announcement, shall have the same meanings ascribed
to them in the Circular (as defined below) which was distributed to shareholders and made available
on the Company’s website www.mazor.co.za on Friday, 4 December 2020.
1. Introduction and fulfilment of general offer conditions
Shareholders of Mazor (“Mazor Shareholders”) are referred to the circular issued by Mazor on
Friday, 4 December 2020 (“Circular”) regarding:
• a Scheme of Arrangement in terms of section 114 of the Companies Act, proposed by the
Board between the Company and its Shareholders, in terms of which, if implemented, each
Scheme Participant shall be entitled to elect to have its Scheme Shares repurchased by the
Company for a cash consideration of R0.25 per Share so repurchased, in accordance with the
provisions of section 48 of the Companies Act, or to retain its shareholding in Mazor, provided
that each Scheme Participant who fails to validly make such election will be deemed to have
elected the Repurchase Option;
• separate to but concurrently with the Scheme, a conditional general offer in terms of section
117(1)(c)(v) of the Companies Act (which general offer also constitutes an "offer" as
contemplated in paragraph 1.15(c) of the JSE Listings Requirements), by the General Offeror,
to acquire all of the General Offer Shares held by the General Offerees for a cash
consideration of R0.25 per General Offer Share so acquired, with such General Offer to be
implemented only in the event that the Scheme fails and the other General Offer Conditions
are fulfilled; and
• the Delisting of all Mazor Shares from the JSE in terms of paragraph 1.14 of the JSE Listings
Requirements pursuant to the provisions of paragraphs 1.15 and 1.16 of the JSE Listings
Requirements having been complied with, including the Delisting Resolution being approved,
and the Scheme or the General Offer, as the case may be, having been implemented.
2. Fulfilment of General Offer conditions
Mazor Shareholders are further referred to the results of General Meeting announcement published
on the Stock Exchange News Service (“SENS”) of the JSE on Thursday, 7 January 2021, wherein the
Mazor Board advised that Ordinary Resolution Number 1 (as set out in the Notice of General
Meeting), being the resolution to approve the proposed Delisting of the Mazor Shares from the JSE,
was duly approved by the requisite majority of Shareholders at the General Meeting.
The Takeover Regulation Panel has issued a compliance certificate in respect of the General Offer in
terms of section 121(b)(i) of the Companies Act and accordingly all conditions precedent to the
General Offer have now been fulfilled.
Consequently, the General Offer has become unconditional with effect from 11 January 2021 and
shall be implemented in accordance with its terms.
3. Salient dates and times
The delisting of the Mazor Shares from the Main Board of the securities exchange operated by the
JSE will occur on Tuesday, 2 February 2021.
Due to the General Offer becoming unconditional in accordance with the timetable presented in the
Circular, no changes to the timetable are required. The salient dates and times relating to the General
Offer therefore remain as follows:
2021
Date of lodging an application for the termination of listing of the Shares on the Tuesday, 19 January
JSE
First date on which the General Offer Consideration is to be sent by EFT or by
cheque to General Offer Participants who are Certificated Shareholders who Monday, 25 January
have lodged their “Form of Acceptance and Transfer” (white) with the Transfer
Secretaries on or prior to the General Offer being declared wholly
unconditional on
First date on which Dematerialised General Offer Participants will have their Monday, 25 January
accounts with their Broker or CSDP credited with the General Offer
Consideration on
Last day to trade to take up the General Offer Tuesday, 26 January
Suspension of the listing of the Shares at the commencement of trade on the Wednesday, 27 January
JSE
Friday, 29 January
General Offer record date
Friday, 29 January
General Offer Closing Date. Forms to be submitted by 12:00 on
Last date on which the General Offer Consideration is be sent by EFT or by
cheque to General Offer Participants who are Certificated Shareholders who Monday, 1 February
have lodged their “Form of Acceptance and Transfer” (white) with the Transfer
Secretaries on or prior to the last day to trade to take up the General Offer on
Last date on which Dematerialised General Offer Participants will have their
Monday, 1 February
accounts with their Broker or CSDP credited with the General Offer
Consideration on
Tuesday, 2 February
Termination of the listing of the Shares at commencement of trade on the JSE
4. The Independent Board and 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 General Offer 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.
5. 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.
Cape Town
19 January 2021
Corporate Advisor & Sponsor: Bridge Capital Advisors Proprietary Limited
Legal Advisor: Cliffe Dekker Hofmeyr Inc.
Date: 19-01-2021 08:30:00
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