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Firm Intention Announcement by Value Group
VALUE GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1997/002203/06))
Share Code: VLE ISIN: ZAE000016507
(“Value Group” or “the Company”)
ANNOUNCEMENT BY VALUE GROUP OF ITS FIRM INTENTION TO MAKE AN OFFER TO ORDINARY
SHAREHOLDERS TO REPURCHASE THEIR SHARES BY WAY OF A SCHEME OF ARRANGEMENT OR
GENERAL OFFER AND THE SUBSEQUENT PROPOSED DELISTING OF VALUE GROUP FROM THE JSE
(“FIRM INTENTION ANNOUNCEMENT”)
26 February 2021
1. INTRODUCTION
1.1 Shareholders of Value Group are hereby advised that the board of directors of Value
Group (“the Board”) has resolved to propose a transaction (“the Transaction") to
shareholders incorporating:
1.1.1 an offer to all Value Group shareholders other than the Remaining Shareholders
referred to in paragraph 5 below (“the Scheme Participants” or “the Eligible
Shareholders”), to repurchase, by way of a scheme of arrangement (“the
Scheme”), all of their ordinary shares in Value Group (“the Scheme Shares”) for
a cash consideration of R6.75 per Scheme Share (“the Scheme Consideration”),
in accordance with the provisions of sections 48 and 114 of the Companies Act
No. 71 of 2008, as amended (“the Companies Act”);
1.1.2 a general offer (“General Offer”) by Value Group to Eligible Shareholders, to
repurchase all of their ordinary shares in Value Group (“General Offer Shares”)
for a cash consideration of R6.75 per General Offer Share (“the General Offer
Consideration”), in accordance with the provisions of sections 48 and
117(1)(c)(v) of the Companies Act and paragraphs 1.15(c) and 5.69 of the Listings
Requirements of the JSE (“Listings Requirements”). The General Offer will be
made separately to but concurrently with the Scheme and will be conditional
upon, inter alia, the Scheme not being implemented; and
1.1.3 the subsequent delisting of all Value Group’s ordinary shares from the Exchange
operated by the JSE Limited (“the JSE”), in terms of paragraphs 1.14 and 1.17(b)
of the Listings Requirements (“the Delisting”), pursuant to the implementation
of the Scheme or, if the Scheme fails, the General Offer, and pursuant to the
passing of an ordinary resolution by Eligible Shareholders to approve the
Delisting (“The Delisting Resolution”).
1.2 In the event that the Scheme is implemented, the General Offer will automatically lapse.
Alternatively, if the Scheme is not implemented and the General Offer becomes wholly
unconditional, the General Offer will be implemented.
1.3 The Delisting will occur if, pursuant to paragraph 1.17(b) of the Listings Requirements,
the Scheme is implemented or if the General Offer becomes wholly unconditional and
is implemented and an ordinary resolution approving the Delisting is approved by
Eligible Shareholders.
1.4 The contents of this announcement constitute a firm intention by Value Group to make
an offer to the Eligible Shareholders as contemplated in Chapter 5 of the Companies Act
and Chapter 5 of the Companies Regulations promulgated under the Companies Act
(which includes the “Takeover Regulations” issued pursuant to sections 120 and 223 of
the Companies Act) (“Companies Regulations”).
1.5 As required by the Companies Regulations, Value Group has constituted an independent
board of directors comprising of Messrs CD Stein, VM Mcobothi and Ms B Bulo who are all
independent, non-executive directors of Value Group (“the Independent Board”) for
purposes of evaluating the terms and conditions of the Scheme, the General Offer and
the Delisting, and advising all shareholders of Value Group (“Shareholders”).
1.6 The purpose of this Firm Intention Announcement is to notify Shareholders of the
Transaction and to inform them of the salient terms and conditions of the Scheme, the
General Offer and the Delisting.
2. RATIONALE FOR THE TRANSACTION
2.1 57.92% of Value Group’s ordinary shares are currently collectively held by Lougot
Property Investments Proprietary Limited (“Lougot”) and 471 Church Street Proprietary
Limited (“471 Church Street”), representing the interests of the majority indirect
shareholder, Mr Steven Gottschalk and 18.13% collectively by Value Group’s Broad-
2
Based Black Economic Empowerment (“B-BBEE”) shareholders, Mr Mano Padiyachy
(Executive Director), Mr Clive Sack (Group Financial Director), the Value Group Share
Incentive Trust and treasury shares held by Value Logistics Limited (“Value Logistics”).
This represents a high concentration of strategic shareholdings in the Company resulting
in a low free float and a shareholder profile consisting of a substantial number of small
Shareholders.
2.2 Trading in Value Group’s ordinary shares has been characterised by extremely low
liquidity. This, combined with the tightly held strategic shareholdings, has deterred
potential institutional investor interest in the Company’s shares. Share trading statistics
reflect that Value Group’s wholly-owned subsidiary, Value Logistics, through its general
repurchase programmes, has been the only meaningful source of liquidity for
shareholders wishing to trade their shares in recent years.
2.3 Accordingly, the Board believes that the Company’s continued listing on the JSE does
not justify the costs associated with being a listed entity and a participant in the
regulated markets environment. From a shareholder perspective, the costs associated
with Value Group being listed outweigh the benefit of being able to publicly trade in
Value Group shares.
2.4 The Delisting will also enable management of the Company to dedicate more time and
resources to the Company’s business operations without having to dedicate
considerable time, expenses and resources to the regulatory processes associated with
being a listed entity.
2.5 The Scheme and, if implemented, the General Offer will provide Eligible Shareholders
with an opportunity to realise their investment in Value Group by facilitating an exit for
them from a relatively illiquid share.
2.6 In the context of the above, the Board and the Independent Board are of the opinion
that the Company’s continued listing provides little benefit to Value Group and its
shareholders.
2.7 The offer price of R6.75 per Value Group ordinary share is a 48.0% premium to the
closing price on the date preceding the Cautionary Announcement dated 17 February
2021 (“the Cautionary Announcement”) and a 49.7% premium to the 30-day volume
weighted average price on the date preceding the Cautionary Announcement.
2.8 The Board therefore proposes that Value Group uses its available cash resources and
facilities to repurchase all of the Scheme Shares (or, if applicable, all the General Offer
Shares) and then delist the Company from the JSE.
3. TERMS AND CONDITIONS OF THE SCHEME
The Scheme constitutes an “affected transaction” as defined in section 117(1)(c)(iii) of the
Companies Act and, as such, is regulated by the Companies Act and the Companies
Regulations. The salient terms of and other information pertaining to the Scheme are set
out below.
3.1 Terms of the Scheme:
3.1.1 The Scheme will be proposed by the Board as an arrangement between Value
Group and the Eligible Shareholders in terms whereof the Company will make an
offer to repurchase from the Scheme Participants their ordinary Shares in Value
Group for a consideration per share equal to the Scheme Consideration, which
will be settled in cash.
3.1.2 The Scheme will be subject to the fulfilment or, where applicable, waiver of the
Scheme Conditions Precedent set out in paragraph 3.3 below.
3.1.3 In the event that the Scheme becomes operative:
3.1.3.1 Scheme Participants, excluding those Shareholders who validly
exercise their appraisal rights in accordance with section 164 of the
Companies Act as a consequence of the approval of the Scheme and
whose shareholder rights have not been reinstated as envisaged in
sections 164(9) and 164(10) of the Companies Act or who have not
been ordered by any South African Court of competent jurisdiction
(“Court”) to withdraw their demands in terms of section
164(15)(c)(v)(aa) of the Companies Act, will be deemed to have
disposed of all of their Scheme Shares to the Company for the Scheme
Consideration, such that Value Group will acquire all of the Scheme
Shares previously held by the Scheme Participants; and
3.1.3.2 the listing of all of the Value Group’s ordinary shares on the JSE will be
terminated.
3.2 Scheme Consideration
3.2.1 Scheme Participants shall receive the Scheme Consideration, in the amount of
R6.75 per Scheme Share held by each Scheme Participant, to be settled in cash.
3.2.2 Tax implications:
The Scheme Consideration constitutes a dividend for tax purposes and will be subject
to dividends tax depending on the profile of the Scheme Participant. To the extent
that any Scheme Participant is exempt from dividends tax, it will be required to
complete the prescribed declaration and undertaking as required in terms of section
64G(2)(a) of the Income Tax Act, No. 58 of 1962 before the distribution, as it would
in the course of a normal dividend declaration.
3.3 Conditions Precedent to the Scheme
3.3.1 The implementation of the Scheme is subject to the fulfilment or waiver, as the
case may be, of the following conditions precedent (“Scheme Conditions
Precedent”) by no later than the expected longstop date, being Friday, 4 June
2021 (“Longstop Date”):
3.3.1.1 all approvals, consents or waivers from those South African regulatory
authorities as may be necessary for Value Group to implement the
Scheme, including the JSE and the Takeover Regulation Panel (“TRP”),
are obtained on an unconditional basis or, to the extent that any such
regulatory approvals, consents or waivers are obtained subject to any
condition or qualification, Value Group (to the extent that it is
adversely affected by the condition or qualification) confirms in writing
that the condition or qualification is acceptable to it, which
confirmation shall not be unreasonably withheld or delayed;
3.3.1.2 all necessary Shareholder approvals and/or resolutions as may be
necessary to give effect to the Scheme have been obtained including,
inter alia, the special resolution at the general meeting of
Shareholders (“the General Meeting”) in order to consider and, if
deemed fit, pass the special resolution in accordance with sections
48(8) and 115(2) of the Companies Act (the “Scheme Resolution”);
3.3.1.3 a Court has granted its approval of the Scheme Resolution pursuant to
section 115(3) of the Companies Act in circumstances where (i) the
Scheme Resolution is opposed by 15% or more of the voting rights that
were exercised on the Scheme Resolution and (ii) a Shareholder who
voted against the Scheme Resolution requires Value Group, within 5
business days after the vote, to seek Court approval pursuant to
section 115(3)(a) of the Companies Act and Value Group has not
elected to treat the Scheme Resolution as a nullity pursuant to section
115(5)(b) of the Companies Act;
3.3.1.4 no Shareholder who voted against the Scheme Resolution applies to
Court, within 10 business days after the vote, for leave to apply for a
review of the Scheme in accordance with the requirements of sections
115(3)(b) and 115(6) of the Companies Act;
3.3.1.5 Value Group waives the Scheme Condition Precedent in paragraph
3.3.1.4 and the Court does not grant leave to any Shareholder to apply
to Court for a review of the Scheme, as contemplated in sections
115(3)(b), 115(6) and 115(7) of the Companies Act;
3.3.1.6 Value Group waives the Scheme Condition Precedent in paragraph
3.3.1.5 and the Court approves the Scheme Resolution pursuant to
section 115(7) of the Companies Act;
3.3.1.7 with regard to Shareholders who validly exercise their appraisal rights
in terms of section 164 of the Companies Act, either (i) Shareholders
give written notice objecting to the Scheme Resolution as
contemplated in section 164(3) of the Companies Act and vote against
the Scheme at the General Meeting in respect of 5% or less of all of
the Scheme Shares; or (ii) if Shareholders give notice objecting to the
Scheme and vote against the Scheme at the General Meeting in
respect of more than 5% of all of the Scheme Shares, then, within the
time period permitted in terms of the Companies Act, dissenting
Shareholders have exercised appraisal rights, by giving valid demands
in terms of sections 164(5) to 164(8) of the Companies Act, in respect
of 5% or less of all the Scheme Shares, or not at all; and
3.3.2 Value Group shall be entitled to waive (in whole or in part) in writing any one or
more of the Scheme Conditions Precedent stipulated in paragraphs 3.3.1.3,
3.3.1.4, 3.3.1.5, 3.3.1.6 and 3.3.1.7. The remaining Scheme Conditions Precedent
are not capable of waiver.
3.3.3 The Longstop Date may be extended by Value Group, subject to any approval as
may be required from the TRP. The fulfillment or waiver of any Scheme Condition
Precedent and any extension of the Longstop Date will be announced on the
Stock Exchange News Service of the JSE (“SENS”) and published in the South
African press.
3.4 Termination of the Scheme
The Scheme shall terminate and cease with immediate effect only if (i) any Scheme Condition
Precedent which may be waived by Value Group becomes incapable of fulfilment, and Value
Group does not waive that Scheme Condition Precedent; or (ii) all the Scheme Conditions
Precedent have not been fulfilled or waived on or by the date specified for fulfilment.
4. TERMS AND CONDITIONS OF THE GENERAL OFFER
4.1 Terms of the General Offer
The General Offer constitutes an “affected transaction” as defined in section 117(1)(c)(v) of
the Companies Act and, as such, the General Offer is regulated by the Companies Act and the
Companies Regulations. The General Offer also constitutes an “offer” as contemplated in
section 1.15(c) of the Listings Requirements.
4.1.1 Simultaneously with the Scheme, Value Group will make a separate but
concurrent General Offer, in terms of sections 48(8) and 117(1)(c)(v) of the
Companies Act and paragraph 1.15(c) of the Listings Requirements, to Eligible
Shareholders to purchase all the General Offer Shares. Eligible Shareholders will
be entitled to elect whether or not to dispose of all or any of their General Offer
Shares to Value Group for a consideration equal to the General Offer
Consideration (“General Offer Participant”).
4.1.2 Implementation of the General Offer will be conditional on the Scheme not
becoming operative. Should the Scheme become operative, the General Offer
will immediately lapse.
4.1.3 Should the Scheme not become operative and the General Offer becomes wholly
unconditional, then the Delisting will be implemented in terms of paragraph 1.14
of the Listings Requirements and each General Offer Participant will receive the
General Offer Consideration in consideration for the General Offer Shares
tendered and disposed of.
4.1.4 In the event that the General Offer becomes wholly unconditional and is
implemented, Value Group will acquire all the General Offer Shares tendered by
the General Offer Participants. In the event that the General Offer is
implemented and accepted by Eligible Shareholders holding at least 90% of the
General Offer Shares, Value Group may, at its election, invoke the provisions of
section 124(1) of the Companies Act to compulsorily acquire all of the General
Offer Shares not already tendered by the Eligible Shareholders.
4.1.5 If the Scheme does not become operative and the General Offer becomes wholly
unconditional and is implemented, and Value Group elects not to invoke the
provisions of section 124(1) of the Companies Act, Eligible Shareholders who
have not accepted the General Offer will remain Shareholders in Value Group in
its unlisted form.
4.2 General Offer Consideration
4.2.1 General Offer Participants will receive the General Offer Consideration, in the
amount of R6.75 per General Offer Share held by such General Offer Participant.
4.2.2 Tax implications:
The General Offer Consideration constitutes a dividend for tax purposes and would
be subject to dividends tax depending on the profile of the General Offer Participant.
To the extent that any General Offer Participant is exempt from dividends tax, it will
be required to complete the prescribed declaration and undertaking as required in
terms of section 64G(2)(a) of the Income Tax Act, No. 58 of 1962 before the
distribution, as it would in the course of a normal dividend declaration.
4.3 The General Offer Conditions
4.3.1 Implementation of the General Offer is subject to the fulfilment or waiver, as the
case may be, of the following conditions precedent (“General Offer
Conditions”):
4.3.1.1 the Scheme does not become operative;
4.3.1.2 all necessary Shareholder approvals and/or resolutions as may be
necessary to give effect to the General Offer (including the repurchase
resolution as required pursuant to section 48(8) of the Companies Act
(“the Repurchase Resolution”), and the resolution to approve the
General Offer as a specific repurchase in terms of paragraph 5.69(b) of
the Listings Requirements (“the Specific Repurchase Resolution”))
have been passed by the requisite majority of Shareholders at the
General Meeting;
4.3.1.3 the Delisting Resolution is adopted by the requisite majority of Eligible
Shareholders at the General Meeting as contemplated in paragraphs
1.15(a) and 1.16 of the Listings Requirements; and
4.3.1.4 the receipt of all approvals, consents or waivers from those South
African regulatory authorities as may be necessary for Value Group to
implement the General Offer and Delisting, including the TRP, are
obtained on an unconditional basis or, to the extent that any such
regulatory approvals, consents or waivers are obtained subject to any
condition or qualification, Value Group (to the extent that it is
adversely affected by the condition or qualification) confirms in writing
that the condition or qualification is acceptable to it, which
confirmation shall not be unreasonably withheld or delayed.
4.4 Waiver and extension of General Offer Conditions
4.4.1 The General Offer Condition set out in paragraphs 4.3.1.3 is capable of waiver
by Value Group, and the time and/or date for fulfilment or waiver of such
General Offer Conditions may be extended by Value Group as may be agreed
between Value Group and the TRP.
4.4.2 The General Offer Conditions set out in paragraphs 4.3.1.1, 4.3.1.2 and
4.3.1.4 are not capable of waiver but the time and/or date for fulfilment of these
General Offer Conditions may be extended by Value Group as may be agreed
between Value Group and the TRP.
4.4.3 An announcement will be released on SENS as soon as practicable after all the
General Offer Conditions have been fulfilled or waived, if the General Offer
Conditions are not fulfilled or waived timeously, or if the time and/or date for
fulfilment or waiver of the General Offer Conditions is extended.
5. THE REMAINING SHAREHOLDERS
5.1 The following Shareholders (“the Remaining Shareholders”) will not participate in the
Scheme or the General Offer and will be excluded from voting on the Scheme
Resolution, the Repurchase Resolution and the Delisting Resolution:
5.1.1 Lougot and 471 Church Street, in aggregate holding 95,929,020 ordinary shares,
representing Mr SD Gottschalk’s indirect, non-beneficial shareholding;
5.1.2 B-BBEE Shareholders, being:
5.1.2.1 Opsiweb Investments (RF) Proprietary Limited, holding 14,600,614
ordinary shares representing Dr NM Phosa’s indirect, non-beneficial
shareholding;
5.1.2.2 Diplobuzz Investments (RF) Proprietary Limited, holding 6,257,407
ordinary shares representing Mr M Padiyachy’s indirect, non-
beneficial shareholding;
5.1.2.3 Mr M Padiyachy in respect of his direct holding of 375,000 ordinary
shares; and
5.1.2.4 the Trustees of the Value Group Empowerment Trust (“the Value Group
Empowerment Trust”) holding 10,429,010 A Shares (“the A Shares”),
which were created and issued to give effect to Value Group’s Employee
Empowerment Scheme (“the Employee Empowerment Scheme”) which
was implemented in terms of the B-BBEE transaction concluded in July
2010 (“the B-BBEE Transaction”).
5.1.3 Mr CL Sack holding 2,802,136 ordinary shares;
5.1.4 the Trustees of the Value Group Share Incentive Trust holding 1,012,136 ordinary
shares; and
5.1.5 Value Logistics holding 4,997,154 ordinary shares as treasury shares.
5.2 As at the date of this Firm Intention Announcement, the Remaining Shareholders own,
in aggregate, 76.05% of Value Group’s ordinary shares. The Value Group Empowerment
Trust holds 100% of the issued A Shares.
5.3 Value Group and the Remaining Shareholders are considered concert parties in terms
of regulation 84 of the Companies Regulations. The Remaining Shareholders have made
declarations in accordance with regulation 84(5) of the Takeover Regulations to Value
Group and the TRP. The Remaining Shareholders will not be eligible to vote on the
Scheme at the General Meeting.
6. THE DELISTING
6.1 The Delisting will occur pursuant to the Scheme becoming operative or the General Offer
being implemented, as the case may be.
6.2 The effect of the Delisting will be that all Value Group’s ordinary shares will be removed from
the list of securities admitted to trading by the JSE.
6.3 The Delisting will be implemented subject to the fulfilment of the following conditions
precedent:
6.3.1 the Delisting being approved by the JSE in terms of paragraph 1.14 of the Listings
Requirements;
6.3.2 the Delisting being approved by the requisite majority of those Shareholders eligible
to vote on the Delisting Resolution at the General Meeting in accordance with
paragraphs 1.15(a) and 1.16 of the Listings Requirements; and
6.3.3 either the:
6.3.3.1 Scheme becoming operative; or
6.3.3.2 General Offer being implemented.
7. VALUE GROUP SHARE INCENTIVE TRUST AND VALUE GROUP EMPOWERMENT TRUST
7.1 Value Group is not required in terms of section 125(2) of the Companies Act and regulation
87 of the Takeover Regulations to make a comparable offer to the share option holders
under Value Group’s share incentive scheme, nor to the Value Group Empowerment Trust
as holder of the A Shares.
7.2 In accordance with the terms and conditions of the B-BBEE Transaction and in accordance
with the trust deed of the Value Group Empowerment Trust, Value Group has elected for
the Value Group Empowerment Trust to retain its A Shares and not participate in the Offer.
7.3 Subject to the Scheme becoming operative and the Delisting being implemented, the current
Employee Empowerment Scheme requires amendment in order to remain functional in an
unlisted environment. As the ordinary shares will no longer be listed, the references in the
Employee Empowerment Scheme to the JSE traded ordinary share price or value weighted
average ordinary share price need to be replaced to allow for the determination of the
relevant ordinary share price and notional loan repurchase rights. It is proposed that these
references to the JSE traded price and value weighted average price be replaced with a
multiple of Value Group’s consolidated headline earnings per share which is to be calculated
annually by the Board based on audited annual financial statements.
7.4 The adjustment in paragraph 7.3 above will require confirmation by Value Group’s auditors
as being not less favourable to the Value Group Empowerment Trust and its beneficiaries
than the original terms and conditions contained in the B-BBEE Transaction.
8. IRREVOCABLE UNDERTAKINGS AND LETTERS OF SUPPORT
8.1 At the date of this Firm Intention Announcement, the following Eligible Shareholders have
provided irrevocable undertakings and/or letters of support to vote the following number
of Shares, which are either held by them as principal or on behalf of clients, including all
additional Shares they may hold at the time of the General Meeting (together, the “Relevant
Shares”), in favour of all the resolutions required to implement the Scheme, including the
Scheme Resolution, the Repurchase Resolution and the Delisting Resolution.
Percentage
of Eligible
Percentage Votes
Eligible Shareholder Number of Shares held of Shares(%) (%)
Foord Absolute Return Fund (Letter of Support) 12,785,683 7.7 32.2
Old Mutual Customised Solutions (Pty) Ltd (Irrevocable
Undertaking) 3,943,408 2.4 9.9
16,729,091 10.1 42.2
* The percentage of Ordinary Shares is calculated based on 165,636,864 Ordinary shares in
issue as at the date of this announcement.
8.2 The aforesaid irrevocable undertakings and letters of support represent 42.2% of all Shares
eligible to vote on the Scheme Resolution, the Repurchase Resolution and the Delisting
Resolution.
9. SOLVENCY AND LIQUIDITY
9.1 The Board has reasonably concluded that Value Group will: (i) satisfy the solvency and
liquidity test contemplated in section 4 of the Companies Act immediately after
implementing the Scheme or the General Offer; and (ii) for purposes of paragraph
5.69(c) of the Listings Requirements, after considering the effect of repurchasing the
Scheme Shares or the General Offer Shares, the provisions of sections 4 and 48 of the
Companies Act have been complied with and that:
9.1.1 Value Group and its subsidiaries (“the Group”) will be able, in the ordinary course of
business, to pay their debts for a period of 12 months after the date of the
repurchase;
9.1.2 the assets of the Group will exceed the liabilities of the Group for a period of 12
months after the date of the repurchase;
9.1.3 the share capital and reserves of the Group will be adequate for ordinary business
purposes for a period of 12 months after the repurchase; and
9.1.4 the working capital of the Group will be adequate for ordinary business purposes
for a period of 12 months after the repurchase.
10. INDEPENDENT EXPERT AND FAIR AND REASONABLE OPINION
10.1 The Independent Board has appointed Mazars Corporate Finance Proprietary Limited
(“Independent Expert”) as the independent expert in terms of section 114(2) of the
Companies Act, regulation 90 of the Companies Regulations and Schedule 5 to the
Listings Requirements to provide the Independent Board with external advice in relation
to the Scheme, the General Offer and the Delisting, in the form of a fair and reasonable
opinion as required by and in compliance with the Companies Regulations and the
Listings Requirements, and a fairness opinion as required by and in compliance with the
Listings Requirements.
10.2 The full report of the Independent Expert in connection with the Scheme, the General
Offer and the Delisting will be included in the Offer Circular to be distributed to Eligible
Shareholders.
11. VIEWS OF THE INDEPENDENT BOARD
The Independent Board, taking into account the draft report of the Independent Expert, has
considered the terms and conditions of the Scheme and the General Offer, and is unanimously
of the opinion that the terms and conditions of the Scheme and the General Offer are fair and
reasonable to Eligible Shareholders and, accordingly, unanimously recommends that Eligible
Shareholders vote in favour of the Scheme Resolution, the Repurchase Resolution, the Specific
Repurchase Resolution and the Delisting Resolution.
12. RESPONSIBILITY STATEMENTS
The Independent Board and the Board, individually and collectively, accept full responsibility
for the accuracy of the information contained in this Firm Intention Announcement which
relates to Value Group, the Scheme, the General Offer and the Delisting. To the best of their
knowledge and belief, such information is true and this Firm Intention 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 Firm Intention
Announcement. The Independent Board and the Board have made all reasonable enquiries to
ascertain that no facts have been omitted and this Firm Intention Announcement contains all
information required by law, the Companies Act and the Listings Requirements.
13. TRP CASH CONFIRMATION
Value Group will use its available cash resources and facilities to fund the Scheme Consideration
or the General Offer Consideration. In accordance with regulation 111(4) and 111(5) of the
Companies Regulations, Value Group has procured from Rand Merchant Bank, a division of
Firstrand Bank Limited, and has delivered to the TRP, an irrevocable unconditional written
confirmation that it holds sufficient cash for the sole purpose of satisfying the maximum
possible Scheme Consideration or General Offer Consideration.
14. POSTING OF THE OFFER CIRCULAR AND NOTICE OF THE GENERAL MEETING
14.1 A circular providing full details of the Scheme and the General Offer and containing a
notice of the General Meeting, the report by the Independent Expert, the
recommendations of the Independent Board and the Board, the salient dates and times
relating to the Scheme and General Offer, a form of proxy and the other necessary forms
in order to give effect to the Scheme and/or the General Offer (“the Offer Circular”) will
be distributed to shareholders in due course.
14.2 A further announcement setting out details of the salient dates and times will be
published on SENS and in the press at the time of distribution of the Offer Circular.
Johannesburg
26 February 2021
Joint Transaction Advisor Legal Advisor Independent Joint Transaction and Tax
and Sponsor Professional Expert Advisor
Investec Corporate Finance Fluxmans Inc. Mazars Corporate Suez Capital
Finance
Date: 26-02-2021 11:37:00
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