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Posting of circular, notice of general meeting, salient dates and times and independent expert opinion
Reunert Limited
(Incorporated in the Republic of South Africa)
Registration number: 1913/004355/06
Share code: RLO
ISIN: ZAE000057428
(“Reunert” or the “Company”)
PROPOSED BEE TRANSACTION: POSTING OF THE CIRCULAR, NOTICE OF GENERAL
MEETING, SALIENT DATES AND TIMES AND INDEPENDENT EXPERT OPINION
Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear the
same meanings ascribed thereto in the announcement published by Reunert on SENS on Tuesday,
23 November 2021 (“Announcement”).
1. INTRODUCTION
Shareholders are referred to the Announcement regarding the Proposed BEE Transaction, which
comprises, inter alia:
• the Restructure of the Original BEE Transaction;
• the Specific Issue of Reunert Shares; and
• the establishment of the ESOP for purposes of facilitating broad-based and meaningful
participation by qualifying Reunert employees through an indirect shareholding by the ESOP
in Reunert Shares.
2. POSTING OF THE CIRCULAR
Shareholders are advised that the Circular containing, details of the Proposed BEE Transaction
has been posted to Shareholders today, 21 December 2021. The Circular is also available on
Reunert’s website: https://reunert.com/downloads/results/2021/Circular-Dec-2021.pdf.
Alternatively, copies of the Circular may be obtained from the registered office of Reunert at
Nashua Building, Woodmead North Office Park, 54 Maxwell Drive, Woodmead, 2191 during
normal business hours, from today, 21 December 2021 until Tuesday, 15 February 2022.
To obtain a thorough understanding of the Proposed BEE Transaction, Shareholders are
advised to refer to the full details pertaining thereto, as set out in the Circular.
3. NOTICE OF GENERAL MEETING
The General Meeting will be held entirely through the use of an interactive electronic platform at
09:00 (South African Standard Time) on Tuesday, 15 February 2022 (subject to any
postponement or adjournment thereof) (“General Meeting”) in order to consider and, if deemed
fit, pass, with or without modification, the resolutions to be proposed to Shareholders at the
General Meeting for the approval of, inter alia, the Specific Issue of Reunert Shares and the
Financial Assistance (“Resolutions”), as set out in the notice convening the General Meeting
incorporated into the Circular (“Notice of General Meeting”).
The Company has retained the services of The Meeting Specialist Proprietary Limited (“TMS”) to
host the General Meeting on an interactive electronic platform in order to facilitate remote
participation and voting by Shareholders. The electronic platform will allow Shareholders or their
proxies, registered in accordance with the instructions set out in the Notice of General Meeting,
to participate in and exercise their voting rights at the General Meeting.
TMS will also act as scrutineers for the General Meeting. Shareholders that wish to participate in
and vote at the General Meeting will need to register with TMS in accordance with the instructions
set out in the Notice of General Meeting.
4. SALIENT DATES AND TIMES
EVENT (refer to notes 1 and 2)
Record date to determine which Shareholders are entitled to Friday, 10 December 2021
receive the Circular, on
Publication of the Circular to Shareholders, on Tuesday, 21 December 2021
Notice of publication of the Circular published on SENS, on Tuesday, 21 December 2021
Last day to trade in Reunert Shares in order to be recorded
in the Company’s securities register (“Register”) and
thereby be eligible to attend, speak and vote (or abstain from Tuesday, 1 February 2022
voting) at the General Meeting (“General Meeting LDT”)
(refer to notes 3 and 4), on
Date on which a Shareholder must be recorded in the
Register to be eligible to attend, speak and vote (or abstain Friday, 4 February 2022
from voting) at the General Meeting (“General Meeting
Record Date”), on
Form of proxy and/or the General Meeting electronic
participation form to be lodged with TMS by 09:00 (refer to Friday, 11 February 2022
notes 6 and 7), on
General Meeting to be held at 09:00, on Tuesday, 15 February 2022
Results of the General Meeting published on SENS, on Tuesday, 15 February 2022
Notes:
1. The dates and times set out above are subject to change, with approval of the JSE, if required. Any change
will be published on SENS.
2. All times are in South African Standard Time, unless otherwise stated.
3. Shareholders should note that, since trades in Reunert Shares are settled by way of the electronic
settlement system used by Strate Proprietary Limited, settlement of trades will take place 3 (three)
business days after the date of a trade. Therefore, persons who acquire Reunert Shares after the General
Meeting LDT, being, Tuesday, 1 February 2022, will not be entitled to attend, speak or vote (or abstain
from voting) at the General Meeting.
4. No dematerialisation or rematerialisation of Reunert Shares by Shareholders may take place on or after
the business day following the General Meeting LDT until the General Meeting Record Date.
5. Dematerialised Shareholders, other than those with “own name” registration, must provide their broker or
participant with their instructions for voting at the General Meeting by the cut-off date and time stipulated
by their Broker or Participant in terms of their respective Custody Agreements.
6. Any General Meeting electronic participation forms that reach TMS after 09:00 on Friday, 11 February
2022, but before the scheduled date and time of the General Meeting will be taken into account at the
General Meeting.
7. If the General Meeting is adjourned or postponed, the forms of proxy and/or the General Meeting electronic
participation forms submitted for the initial General Meeting will remain valid in respect of any adjournment
or postponement of the General Meeting.
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5. INDEPENDENT EXPERT REPORT
Reunert appointed BDO Corporate Finance Proprietary Limited (“Independent Expert”) to opine
on the fairness of the Proposed BEE Transaction, in particular (i) the Restructure of the Original
BEE Transaction; (ii) the Specific Issue of Reunert Shares; and (iii) the ESOP Contributions.
The Independent Expert has considered the terms and conditions of, inter alia, the Specific Issue
of Reunert Shares, the Restructure of the Original BEE Transaction and the ESOP Contributions
and is of the opinion that these transactions are fair in so far as Shareholders are concerned. A
copy of the Independent Expert’s report is included in the Circular and is also available for
inspection from today, 21 December 2021 until Tuesday, 15 February 2022 at Reunert’s registered
office.
Johannesburg
21 December 2021
Financial Advisor:
Investec Bank Limited
JSE Equity Sponsor:
One Capital Sponsor Services Proprietary Limited
Legal Advisor to Reunert:
Bowman Gilfillan Inc.
Independent Expert:
BDO Corporate Finance Proprietary Limited
Independent Reporting Accountant and Independent Auditor
Deloitte & Touche
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Date: 21-12-2021 12:32:00
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