Wrap Text
Distribution of Offer Circular and Notice of General Meeting
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”)
DISTRIBUTION OF OFFER CIRCULAR AND NOTICE OF GENERAL MEETING
Unless the context indicates otherwise, terms used in this announcement bear the same meanings given to such
terms in the Offer Circular and the Firm Intention Announcement published on Friday, 26 February 2021 (“Firm
Intention Announcement”).
1. INTRODUCTION
1.1 Shareholders are referred to the Firm Intention Announcement dated Friday, 26 February 2021 relating
to:
1.1.1 an offer by Value Group to Eligible Shareholders to acquire by way of the Scheme all their
Scheme Shares for a cash consideration of R6.75 per Scheme Share (“the Scheme
Consideration”); and
1.1.2 separate but concurrently with the Scheme, a conditional General Offer by Value Group to
Eligible Shareholders, to acquire all of their Shares for a cash consideration of R6.75 per
General Offer Share (“the General Offer Consideration”). The General Offer will only be
implemented should the Scheme fail; and
1.1.3 the subsequent Delisting of all of Value Group’s Ordinary Shares from the JSE, in terms of
paragraph 1.17(b) of the Listings Requirements, pursuant to the implementation of the
Scheme or, if the Scheme fails, pursuant to the implementation of the General Offer and the
Delisting Resolution being approved,
collectively the “Transaction”.
1.2 Shareholders are advised that the Offer Circular providing full details of the Scheme and the General Offer
and containing a Notice of 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 and the necessary forms in order to effect the Scheme and General Offer, whichever is applicable, is
being distributed to Shareholders today. The Offer Circular is also available in the Investor Relations
section of Value Group’s website at www.value.co.za.
1.3 The salient dates and times for the Transaction are set out in paragraph 3 below.
2. NOTICE OF GENEREAL MEETING
2.1 Given the impact of COVID-19 on in-person meetings, the General Meeting will be held and conducted
entirely via electronic facility/communication in terms of section 63(2)(a) of the Companies Act at 11:00
on/or around Thursday, 27 May 2021 (or any other adjourned or postponed date and time in accordance
with the provisions of section 64 of the Companies Act and the MOI, as read with the Listings
Requirements) to consider and, if deemed fit, pass, with or without modification, the Resolutions set out
in the Notice.
2.2 Value Group will endeavour to publish its financial results for the year ended 28 February 2021 by no later
than 11:00 on Wednesday, 5 May 2021 (being at least 15 Business Days before the General Meeting). If
Value Group is unable to do so, the General Meeting shall still be convened at 11:00 on Thursday, 27 May
2021, but immediately adjourned to a later date, as shall be advised on SENS, so that the reconvened
General Meeting is held at least 15 Business Days after publication of such financial results.
3. SALIENT DATES AND TIMES
The salient dates and times in relation to the Scheme and the General Offer are set out below:
2021
Record date to determine which Shareholders are eligible to receive this Circular Friday, 12 March
Circular posted to Shareholders and Notice of General Meeting published on SENS Thursday, 25 March
Notice of posting of this Circular and Notice of General Meeting published in press Friday, 26 March
General Offer Opening Date at 09:00 on Friday, 26 March
Last day to trade Shares in order to be recorded in the Register to attend,
participate in and vote at the General Meeting (“Voting Last Day to Trade”) Tuesday, 18 May
Record date for Shareholders to be recorded in the Register in order to be eligible
to participate in and vote at the General Meeting, being the “Scheme Voting
Record Date” by close of trade on Friday, 21 May
Last day and time to lodge Forms of Proxy (yellow) with the Transfer Secretaries
by 11:00 on Tuesday, 25 May
Last date for Shareholders to give notice to Value Group of their objections to the
Scheme Resolution in terms of section 164(3) of the Companies Act by no later
than 11:00 on Thursday, 27 May
Forms of Proxy (yellow) not lodged with the Transfer Secretaries to be handed to
the chairperson (of the General Meeting through the Transfer Secretaries) at any
time before the proxy exercises any rights of a Shareholder at the General
Meeting on Thursday, 27 May
General Meeting to be held at 11:00 on Thursday, 27 May
Results of the General Meeting released on SENS on or about Thursday, 27 May
Results of General Meeting published in the South African press on or about Friday, 28 May
If the Scheme is approved by Shareholders at the General Meeting:
Last day for Shareholders who voted against the Scheme to require Value Group
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 Shareholders at the General
Meeting were exercised against the Scheme Thursday, 3 June
Last day for Shareholders (who voted against the Scheme) to be granted leave by
a Court for a review of the Scheme in terms of section 115(3)(b) of the Companies
Act, if the Scheme Resolution is approved by Shareholders at the General Meeting
(where applicable) Thursday, 10 June
Last date for Value Group to give notice of adoption of the Scheme Resolution
approving the Scheme to Dissenting Shareholders in accordance with section Thursday, 10 June
164(4) of the Companies Act on
The following dates assume that no Court approval or review of the Scheme is
required and will be confirmed in the finalisation announcement if the Scheme
becomes unconditional:
Finalisation announcement with regard to the Scheme published on SENS before
11:00 (assuming no Shareholder exercises their right in terms of section 115(3)(a)
or section 115(3)(b) of the Companies Act) expected to be on or about Friday, 11 June
Finalisation announcement published in the South African Press expected to be
on or about Monday, 14 June
Expected last day for the Scheme Conditions Precedent to be fulfilled or waived
(“Longstop Date”) Monday, 14 June
Expected last day to trade, being the last day to trade Shares on the JSE in order
to participate in the Scheme (“Scheme Last Day to Trade”) Tuesday, 29 June
Expected suspension of listing of Shares on the JSE at the commencement of
trade on Wednesday, 30 June
Expected “Scheme Consideration Record Date”, being the date on which Scheme
Participants must be recorded in the Register to receive the Scheme
Consideration, by close of trade on Friday, 2 July
Expected “Operative Date” on or about Monday, 5 July
Scheme Consideration expected to be sent by EFT to Scheme Participants who are
Certificated Shareholders and who have lodged their Form of Surrender and
Transfer (blue) with the Transfer Secretaries on or prior to 12:00 on the Scheme
Consideration Record Date, on or about Friday, 5 July
Dematerialised Scheme Participants expected to have their accounts (held at their
CSDP or Broker) credited with the Scheme Consideration on or about Friday, 5 July
Expected date for termination of the listing of Shares in terms of the Scheme at
the commencement of trade on the JSE Tuesday, 6 July
If the Scheme does not become unconditional and the General Offer is
implemented:
Expected finalisation announcement published on SENS on or about Friday, 11 June
Expected date of lodging an application for the termination of listing of the Shares
on the JSE on Friday, 11 June
Expected finalisation announcement published in the South African press Monday, 14 June
First date on which the General Offer Consideration is expected to be sent by EFT
to General Offer Participants who are Certificated Shareholders who have lodged
their Form of Acceptance and Transfer (green) with the Transfer Secretaries on or
prior to the General Offer being declared wholly unconditional, on or about Tuesday, 22 June
First date on which Dematerialised General Offer Participants are expected to
have their accounts with their Broker or CSDP credited with the General Offer Tuesday, 22 June
Consideration, on or about
Expected last day to trade to take up the General Offer Tuesday, 29 June
Expected suspension of the listing of the Shares at the commencement of trade
on the JSE Wednesday, 30 June
Expected General Offer Record Date Friday, 2 July
Expected General Offer Closing Date. Forms of Acceptance and Transfer (green)
to be submitted by 12:00 on Friday, 2 July
Last date on which the General Offer Consideration is expected to be sent by EFT
to General Offer Participants who are Certificated Shareholders who have lodged
their Form of Acceptance and Transfer (green) with the Transfer Secretaries on or
prior to the last day to trade to take up the General Offer, on or about Monday, 5 July
Last date on which Dematerialised General Offer Participants are expected to
have their accounts with their Broker or CSDP credited with the General Offer
Consideration on or about Monday, 5 July
Expected termination of the listing of the Shares at commencement of trade on
the JSE Tuesday, 6 July
Notes:
1. All of the above dates and times are subject to change, with the approval of the JSE and 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. Value Group will endeavour to publish its financial results for the year ended 28 February 2021 by no later than 11:00 on Wednesday,
5 May 2021 (being at least 15 Business Days before the General Meeting). If Value Group is unable to do so, the General Meeting
shall still be convened at 11:00 on Thursday, 27 May 2021, but immediately adjourned to a later date, as shall be advised on SENS,
so that the reconvened General Meeting is held at least 15 Business Days after publication of such financial results.
3. Shareholders should note that as transactions in shares are settled in the electronic settlement system used by Strate, settlement of
trades takes place three Business Days after such trade. Therefore, persons who acquire Shares after close of trade on Tuesday, 18
May 2021, will not be eligible to attend, participate in and vote at the General Meeting, as the Scheme Voting Record Date is Friday,
21 May 2021. Provided the Scheme is approved and Shareholders acquire the Shares on or prior to the Scheme Last Day to Trade
(expected to be Tuesday, 29 June 2021), Shareholders will be eligible to participate in the Scheme, as the Scheme Consideration
Record Date is Friday, 2 July 2021.
4. In the event that a Shareholder lodges a Form of Proxy (yellow) with the Transfer Secretaries less than 48 hours (excluding Saturdays,
Sundays and gazetted, national public holidays) before the General Meeting, such a Shareholder may email a Form of Proxy (yellow)
to the Transfer Secretaries (who will provide same to the chairperson of the General Meeting) at any time before the commencement
of the General Meeting (or any adjournment or postponement of the General Meeting), with the understanding that such Form of
Proxy and identification must be verified and registered before commencement of the General Meeting.
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. If the Scheme becomes operative or the General Offer is implemented, Certificated Shares may not be Dematerialised or
rematerialised after the Scheme Last Day to Trade or the General Offer Last Day to Trade, as the case may be.
7. All times given in this announcement and the Offer Circular are local times in South Africa.
4. INDEPENDENT EXPERT REPORT AND RECOMMENDATIONS
4.1 As set out in the Firm Intention Announcement, the Independent Board has appointed Mazars Corporate
Finance Proprietary Limited as the Independent Expert to provide the Independent Board with external
advice in relation to the Scheme and the General Offer, in the form of a fair and reasonable opinion as
required by and in compliance with the Takeover Regulations, and a fairness opinion as required by and
in compliance with the Listings Requirements.
4.2 The Independent Expert has issued an updated and final report. Having considered the terms and
conditions of the Scheme and the General Offer, the Independent Expert is of the opinion that the Scheme
and Offer Consideration are fair and reasonable to Eligible Shareholders. The full substance of the
Independent Expert's report in connection with the Scheme and General Offer is set out in the Offer
Circular.
4.3 The Independent Board, taking into account the updated and final report of the Independent Expert, has
considered the terms and conditions thereof, and is unanimously of the opinion that the terms and
conditions of the Scheme and the General Offer are fair and reasonable to Shareholders and, accordingly,
unanimously recommends that Shareholders vote in favour of the Resolutions.
5. RESPONSIBILITY STATEMENTS
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 Value Group, the Scheme, the General Offer
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. The Independent Board and
the Board have made all reasonable enquiries to ascertain that no facts have been omitted and this
announcement contains all information required by law, the Companies Act and the Listings Requirements.
6. TAX CONSEQUENCES
6.1 The tax implications of the Scheme and the General Offer will depend on the individual tax circumstances
of each Eligible Shareholder and the tax jurisdictions applicable to such Eligible Shareholder.
6.2 Shareholders are reminded that the Scheme Consideration and the General Offer Consideration (as the
case may be) constitute a dividend for tax purposes and will be subject to dividends tax depending on the
profile of the Eligible Shareholder. To the extent that any Eligible Shareholder 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 before the distribution, as it would in the course of a normal
dividend declaration.
6.3 Should the Scheme become unconditional and be implemented in accordance with its terms, the Scheme
Consideration will be paid by EFT to Scheme Participants net of dividends tax on the Scheme Consideration
at a rate of 20% resulting in a net Scheme Consideration of R5.40 per Scheme Share, unless the Scheme
Participant is exempt from dividends tax.
6.4 Should the General Offer become unconditional and be implemented in accordance with its terms, the
General Offer Consideration will be paid by EFT to Eligible Shareholders net of dividends tax on the General
Offer Consideration at a rate of 20% resulting in a net General Offer Consideration of R5.40 per General
Offer Share, unless the Eligible Shareholder is exempt from dividends tax.
6.5 Shareholders should consult their professional advisors immediately if they are in any doubt as to their tax
position or consequences that may arise.
7. SHAREHOLDER APPRAISAL RIGHTS
Shareholders are referred to paragraph 5.8 of the Offer Circular for relevant information regarding Appraisal Rights
which are applicable to both the Scheme and the General Offer in terms of section 164 of the Companies Act. A
copy of section 164 of the Companies Act will be set out in Annexure 6 to the Offer Circular.
Johannesburg
25 March 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: 25-03-2021 08:00:00
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.
Sharenet Sites 
