Wrap Text
Posting of circular and notice of General Meeting
LONG4LIFE LIMITED PROJECT OXYGEN BIDCO PROPRIETARY LIMITED
(Incorporated in the Republic of South Africa) Incorporated in the Republic of South Africa
(Registration number 2016/216015/06) (Registration number 2021/104878/07)
Share code: L4L ISIN: ZAE000243119 ("OMPE Bidco")
("Long4Life" or "the Company")
POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING
Unless otherwise defined, all capitalised terms used in this announcement shall bear the same meanings
ascribed thereto in the Circular.
1. INTRODUCTION
Shareholders are referred to the joint firm intention announcement published by Long4Life and OMPE
Bidco on SENS on 20 December 2021 regarding OMPE Bidco’s firm intention to make an offer, to be
implemented by way of a scheme of arrangement in accordance with section 114 of the Companies Act,
to acquire all of the issued ordinary Shares in the capital of Long4Life, save for the Treasury Shares, at
R6.20 per Share (subject to any potential adjustments as outlined in paragraphs 5.6 to 5.8 of the Circular).
2. POSTING OF CIRCULAR
Shareholders are advised that the Circular containing, inter alia, further details of the Scheme and a notice
of general meeting to be held for purposes of, inter alia, considering and, if deemed fit, passing the special
resolution required to approve the Scheme was posted to Shareholders today, Monday, 31 January 2022.
3. NOTICE CONVENING THE GENERAL MEETING
Notice is hereby given that a meeting of the Long4Life Shareholders will be held at 09h00 on Monday,
28 February 2022 at 7th Floor, Rosebank Towers, 13 –15 Biermann Avenue, Rosebank, Johannesburg, as
well as virtually via a remote interactive electronic platform, for the purpose of considering, and, if
deemed fit, passing, with or without modification, the Resolutions set out in the notice convening the
General Meeting.
Although Shareholders are allowed to attend, participate in and vote at the General Meeting,
Shareholders are encouraged to make use of the electronic platform and proxies for purposes of
attending, participating in and voting at the General Meeting due to COVID-19.
The Circular is available in English only. Copies of the Circular may be obtained during normal business
hours from the registered office of Long4Life at 7th Floor, Rosebank Towers, 13 –15 Biermann Avenue,
Rosebank, Johannesburg and on the website of Long4Life at https://www.long4life.co.za/ from the date
of posting of the Circular up to and including the Operative Date.
4. IMPORTANT DATES AND TIMES RELATING TO THE SCHEME
2022
Record date to determine which Long4Life Shareholders are eligible Friday, 21 January
to receive the Circular
Circular posted to Long4Life Shareholders and detailed notice Monday, 31 January
convening the General Meeting published on SENS on
Notice of posting of the Circular and notice of General Meeting Tuesday, 1 February
published in the South African press on
Last day to trade Long4Life Shares in order to be recorded in the Tuesday, 15 February
Register to attend, participate and vote at the General Meeting
(refer to note 3 below)
Record date for Long4Life Shareholders to be recorded in the Friday, 18 February
register in order to be eligible to attend, participate in and vote at
the General Meeting by close of trade on
Last day and time Shareholders are requested to lodge Forms of Thursday, 24 February
Proxy with the Transfer Secretaries by 09:00 on (refer to note 4
below). Forms of Proxy may be provided at any time before the
proxy exercises any rights of the Long4Life Shareholder at the
General Meeting
Last date for Long4Life Shareholders to give notice to Long4Life of Monday, 28 February
their objections to the Scheme Special Resolution in terms of
section 164(3) of the Companies Act by no later than 09:00 on
General Meeting to be held at 09:00 on Monday, 28 February
Results of the General Meeting released on SENS on or about Monday, 28 February
Results of General Meeting published in the South African press on Tuesday, 1 March
or about
If the Scheme is approved by Long4Life Shareholders at the
General Meeting:
Last day for Shareholders who voted against the Scheme to require Monday, 7 March
Long4Life 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
Last date on which Long4Life Shareholders who voted against the Monday, 14 March
Scheme may apply to Court to be granted leave by a Court for a
review of the Scheme in terms of section 115(3)(b) of the
Companies Act
Last date for Long4Life to give notice of adoption of the Scheme Monday, 14 March
Special Resolution approving the Scheme to Dissenting
Shareholders in accordance with section 164(4) of the Companies
Act
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 Tuesday, 31 May
SENS (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
Finalisation announcement published in the South African press Wednesday, 1 June
expected to be on or about
Expected last day to trade, being the last day to trade Long4Life Tuesday, 7 June
Shares on the JSE in order to participate in the Scheme
Expected suspension of listing of Long4Life Shares on the JSE at the Wednesday, 8 June
commencement of trade
Expected Scheme Consideration Record date, being the date on Friday, 10 June
which Scheme Participants must be recorded in the register to
receive the Scheme Consideration, by close of trade
Form of Surrender and Transfer to be lodged with the Transfer Friday, 10 June
Secretaries by 12:00 on
Expected Operative Date on Monday, 13 June
Scheme Consideration expected to be sent by EFT to Scheme Monday, 13 June
Participants who are Certificated Long4Life Shareholders and who
have lodged their Form of Surrender and Transfer with the Transfer
Secretaries on or prior to 12:00 on the Scheme Consideration
Record Date, on
Dematerialised Scheme Participants expected to have their Monday, 13 June
accounts (held at their CSDP or Broker) credited with the Scheme
Consideration on
Expected Date for termination of the listing of Long4Life Shares in Tuesday, 14 June
terms of the Scheme and the Delisting at the commencement of
trade on the JSE
Notes:
1. All of the above dates and times are subject to change, with the approval of the JSE and/or 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, competition
authorities 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. Shareholders are referred to paragraph Error! Reference source not found. of the Circular (which
contains a summary of Dissenting Shareholders’ Appraisal Rights in respect of the Scheme) regarding
timing considerations relating to the Appraisal Rights afforded to Shareholders.
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, 15 February 2022 will not be
eligible to attend, participate and vote at the General Meeting, but will, provided that the Scheme is
approved and that they acquire Long4Life Shares on or prior to the Scheme Last Day to Trade
(expected to be Tuesday, 7 June 2022), participate in the Scheme.
4. For administrative purposes, Forms of Proxy are requested to be submitted so as to reach the Transfer
Secretaries by no later than 48 hours (excluding Saturdays, Sundays and official public holidays) before
the General Meeting (or any adjourned or postponed 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. All times given in the Circular / this announcement are local times in the South Africa.
7. If the Scheme becomes operative, Share certificates may not be Dematerialised or rematerialised
after the Scheme Last Day to Trade.
8. Should sufficient Long4Life Shareholders vote against the Scheme Special Resolution at the General
Meeting so that a Shareholder may require Long4Life to obtain Court approval regarding the Scheme
Special Resolution as contemplated in section 115(3)(a) of the Companies Act, and if a Shareholder in
fact delivers such a request, the dates and times set out above will need to be amended. Shareholders
will be notified separately of the applicable dates and times under this process.
9. If any Shareholder who votes against the Scheme Special Resolution exercises its rights in terms of
section 115(3)(b) of the Companies Act and applies to Court for a review of the Scheme, the dates and
times set out above will need to be amended. Long4Life Shareholders will be notified separately of
the applicable dates and times under this process.
5. RESPONSIBILITY STATEMENTS
The Long4Life Independent Board accepts responsibility for the information contained in this
announcement and certifies that, to the best of the Long4Life Independent Board’s knowledge and belief,
such information is true and this announcement does not omit anything likely to affect the importance of
the information included.
OMPE Bidco accepts responsibility for the accuracy of the information contained in this announcement
and certifies that, to the best of its knowledge and belief, such information is true and this announcement
does not omit anything likely to affect the importance of such information
Johannesburg
31 January 2022
Financial adviser and Transaction Sponsor to Long4Life
Investec Bank Limited
Legal adviser to Long4Life
Werksmans Attorneys
Financial adviser to OMPE and OMPE Bidco and sole funder to OMPE Bidco
Rand Merchant Bank (a division of FirstRand Bank Limited)
Legal adviser to OMPE and OMPE Bidco
Cliffe Dekker Hofmeyr Inc.
Independent Expert
PSG Capital
Date: 31-01-2022 09:00:00
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