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VALUE GROUP LIMITED - Finalisation announcement in respect of the Scheme and Delisting

Release Date: 11/06/2021 09:29
Code(s): VLE     PDF:  
Wrap Text
Finalisation announcement in respect of the Scheme and Delisting

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”)


FINALISATION ANNOUNCEMENT IN RESPECT OF THE SCHEME AND DELISTING

Unless the context indicates otherwise, terms used in this announcement bear the same meanings given to such
terms in the Offer Circular issued on Thursday, 25 March 2021 (“Offer Circular”).


1.   INTRODUCTION

     Shareholders are referred to the Firm Intention Announcement relating to the Transaction, published on Friday,
     26 February 2021, the Offer Circular and the announcement disclosing the results of the General Meeting,
     published on Thursday, 27 May 2021.

2.   FULFILMENT OF OUTSTANDING SCHEME CONDITIONS PRECEDENT

     The Board is pleased to announce that all outstanding Scheme Conditions Precedent have now been
     fulfilled and the Scheme has become unconditional. Value Group will accordingly proceed with the
     implementation of the Scheme, and, as a result, the General Offer will lapse.

3.   UPDATED SALIENT DATES AND TIMES

     Since the General Offer will lapse and the Scheme be implemented, Value Group proposed to implement
     the Scheme and Delisting in accordance with the below Updated Salient Dates and Times:

                                                                                                           2021

       Finalisation announcement published in the South African Press expected to be
       on or about                                                                              Monday, 14 June

       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, 22 June

       Suspension of listing of Shares on the JSE at the commencement of trade on            Wednesday, 23 June

       “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, 25 June

       Operative Date on or about                                                               Monday, 28 June

       Scheme Consideration 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                                                   Monday, 28 June

       Dematerialised Scheme Participants to have their accounts (held at their CSDP or
       Broker) credited with the Scheme Consideration on or about                               Monday, 28 June

       Termination of the listing of Shares in terms of the Scheme at the commencement
       of trade on the JSE                                                                     Tuesday, 29 June                              
                                                                                         

       Notes:

       1.       All of the above dates and times are subject to change, with the approval of the JSE and TRP, if 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 (Tuesday, 22 June
                2021), Shareholders will be eligible to participate in the Scheme, as the Scheme Consideration Record Date is
                Friday, 25 June 2021.
       3.       All times are local times in South Africa.
       4.       The gross Scheme Consideration of R6.75 per Scheme Share will be paid by EFT to Scheme Participants who are
                Certificated Shareholders 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 R5.40 per Scheme Share.
       5.       The gross Scheme Consideration of R6.75 per Scheme Share will be credited to the account of Dematerialised
                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 credited with a net Scheme Consideration of R5.40 per Scheme
                Share.
       6.       Certificated Shares may not be Dematerialised or rematerialised after the Scheme Last Day to Trade.

 4.    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.


Johannesburg
11 June 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: 11-06-2021 09:29:00
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