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SASFIN HOLDINGS LIMITED - Finalisation announcement in respect of scheme of arrangement

Release Date: 18/06/2021 16:00
Code(s): SFNP SFN     PDF:  
Wrap Text
Finalisation announcement in respect of scheme of arrangement

Sasfin Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration Number 1987/002097/06)
Ordinary share code: SFN ISIN: ZAE000006565
Preference share code: SFNP ISIN: ZAE000060273
(“Sasfin” or “the Company”)



FINALISATION ANNOUNCEMENT IN RESPECT OF SCHEME OF ARRANGEMENT


1. Introduction and fulfilment of Scheme Conditions Precedent


Sasfin shareholders (“Shareholders”) are referred to the circular distributed to Shareholders on 5 May
2021 (“Circular”). Unless defined herein, capitalised terms used in this announcement shall bear the
meanings ascribed to them in the Circular.

The Circular detailed the proposed repurchase by Sasfin to acquire all or some of the Preference Shares
in the issued share capital of Sasfin by way of two separate but concurrent offers comprising (i) the Scheme
and (ii) the Standby Offer.

Shareholders are further referred to the Results of the Shareholders’ Meetings Announcement which was
published on SENS on Thursday, 4 June 2021, wherein they were advised that the resolutions, contained
in the Notices convening the Meetings attached to the Circular, were approved by the requisite majority of
Shareholders present in person or represented by proxy at the Meetings held on Wednesday, 2 June 2021,
but that the implementation of the Scheme remained subject to the fulfilment of the remaining Scheme
Conditions Precedent, as set out in the Circular.

The Board is pleased to announce that all Scheme Conditions Precedent have now been fulfilled and that
the Scheme has accordingly become unconditional with effect from Friday, 18 June 2021. Sasfin will
proceed with implementation of the Scheme and consequently the Standby Offer has lapsed.

2. Confirmed salient dates and times

The Scheme will be implemented in accordance with the following salient dates and times as set out in the
Circular:


Scheme Finalisation Date announcement published in the South                            Monday, 21 June
African press on

Last day to trade Preference Shares in order for Eligible                              Tuesday, 29 June
Shareholders to be recorded in the Register on the Scheme
Record Date to receive the Increased Scheme Consideration
Suspension of listing of Preference Shares from the Main Board                       Wednesday, 30 June
of the JSE at commencement of trading

Last day to deliver Form of Surrender (pink) in respect of the                               Friday, 2 July
Scheme and Documents of Title (in order to receive the
Increased Scheme Consideration on the Scheme Operative
Date) to be received by the Transfer Secretaries by 12h00 on

Scheme Record Date, being the date and time on which Eligible                                Friday, 2 July
Shareholders must be recorded in the Register to receive the
Increased Scheme Consideration by 17h00 on

Scheme Operative Date                                                                       Monday, 5 July

Dematerialised Scheme Participants have their accounts (held at                             Monday, 5 July
their CSDP or broker) debited with the Scheme Share and
credited with the Increased Scheme Consideration

Date of settlement of the Increased Scheme Consideration to be                              Monday, 5 July
paid electronically to Certificated Scheme Participants (if the
Form of Surrender (pink) in respect of the Scheme and
Documents of Title are received by the Transfer Secretaries by
12h00 on the Scheme Record Date)

Termination of listing of the Preference Shares on the Main Board                          Tuesday, 6 July
of the JSE at the commencement of trade

Notes:

1.       All dates and times above are South African dates and times.

2.       These dates and times are subject to amendment by Sasfin (and, to the extent necessary, approval
         from the JSE, the TRP and other regulatory authorities). Any such amendment of the dates and
         times will be released on SENS and published in the South African press.

3.       Shareholders are reminded that Preference Shares can only be traded in Dematerialised form. It
         is therefore suggested that Certificated Shareholders on the Register Dematerialise their
         Preference Shares prior to the last day to trade Preference Shares, in order to receive the Increased
         Scheme Consideration, being Tuesday, 29 June 2021.

4.       The Directors have determined, by way of a resolution, that the distribution to Scheme Participants
         of the Increased Scheme Consideration in terms of the Scheme constitutes a return of “CTC” (as
         defined in section 1 of the Income Tax Act). Accordingly, no portion of the Increased Scheme
         Consideration will comprise a “dividend” (as defined in section 1 of the Income Tax Act) and the
         Increased Scheme Consideration will comprise a return of capital to Scheme Participants of ZAR
         75 per Scheme Share.
       5.      For the purpose of being eligible to participate in the Scheme, no Dematerialisation or
               rematerialisation of Preference Shares may take place after Tuesday, 29 June 2021, being the
               last day to trade Preference Shares for the Scheme.

       3. 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 Sasfin and the Scheme, and
       certify that, to the best of their knowledge and belief, such information is true, and that 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 that this
       announcement contains all information required by law, the Companies Act and the Listings Requirements.

Johannesburg
18 June 2021

Sponsor
Sasfin Capital (a member of the Sasfin Group)


Independent Sponsor
Deloitte & Touche Sponsor Services Proprietary Limited


Legal Advisors
Edward Nathan Sonnenbergs Incorporated

Date: 18-06-2021 04:00:00
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