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COGNITION HOLDINGS LIMITED - Notice convening the Scheme Meeting of Cognition Shareholders

Release Date: 19/04/2024 16:44
Code(s): CGN     PDF:  
Wrap Text
Notice convening the Scheme Meeting of Cognition Shareholders

(Incorporated in the Republic of South Africa)
(Registration number 1997/010640/06)
Share code: CGN       ISIN: ZAE000197042
("Cognition" or "the company")


Shareholders are referred to the Firm Intention Announcement released on SENS on Thursday,14 March 2024 and in the press on Friday,
15 March 2024 wherein they were advised that the board of directors of the company had received an offer from Caxton and CTP Publishers
and Printers Limited to acquire 100% of the issued share capital of the Company not already held by it and its associates. The offer is to be
implemented by means of a scheme of arrangement in terms of sections 114 and 115 of the Companies Act, 2008.

Shareholders are advised that the Scheme Meeting of Cognition Shareholders will be held at 10h00 on Friday, 24 May 2024 at the offices of the
Company at Caxton House, 368 Jan Smuts Avenue, Craighall Park, Johannesburg.

Further information regarding the Offer and the Scheme Meeting is available in the Scheme Circular which was distributed to Shareholders
today, Friday, 19 April 2024.


Record date for Cognition Shareholders to be recorded in the Register in order to receive this Circular                                   Friday, 12 April

Circular posted to Cognition Shareholders and notice convening the General Meeting to consider the Scheme
released on SENS on                                                                                                                       Friday, 19 April

Notice convening the Scheme Meeting published in the South African press on                                                               Monday, 22 April

Last day to trade Cognition Shares in order to be recorded in the Register on the Scheme Voting Record Date on                             Tuesday, 14 May

Scheme Voting Record Date being 17h00 on                                                                                                    Friday, 17 May

Proxy forms to be lodged at Transfer Secretaries by 10h00 on                                                                             Wednesday, 22 May

Last date and time for Cognition Shareholders to give notice to the Company objecting, in terms of section 164(3)
of the Companies Act, to the special resolution approving the Scheme for purposes of the Appraisal Rights by
10h00 on                                                                                                                                    Friday, 24 May

Proxy forms not lodged with Transfer Secretaries to be handed to the Chairman of the Scheme Meeting before
10h00 on                                                                                                                                    Friday, 24 May

Scheme Meeting of Cognition Shareholders to be held at 10h00 on                                                                             Friday, 24 May

Results of Scheme Meeting and Finalisation details released on SENS on                                                                      Friday, 24 May

Results of Scheme Meeting and Finalisation details published in the South African press on                                                  Monday, 27 May

If the Scheme is approved by Cognition Shareholders at the Scheme Meeting, the following dates are based on
the assumption that neither court approval nor the review of the Scheme is required and will be confirmed in the
finalisation announcement if the Scheme becomes unconditional:

Last Day to Trade – entitlement to Scheme Consideration                                                                                    Tuesday, 4 June

Suspension of listing of Cognition Shares at the commencement of trade on the JSE on                                                     Wednesday, 5 June

Scheme Consideration Record Date to be recorded in the Register in order to receive the Scheme Consideration                                Friday, 7 June
expected to be on or about

Expected Operative Date and payment of Scheme Consideration:

-   Scheme Consideration will be sent by EFT or by cheque to certificated Cognition Shareholders who have
    lodged their Form of Surrender with the Transfer Secretaries on or prior to 12:00 on the Scheme Consideration
    Record Date, on or about

-   Dematerialised Scheme Participants expected to have their accounts with the CSDP or broker credited with
    the Scheme consideration on or about                                                                                                   Monday, 10 June

Expected termination of the listing of Cognition Shares on the JSE at the commencement of trade on or about                               Tuesday, 11 June

Restricted jurisdictions

To the extent that the distribution of this Circular in certain jurisdictions outside of South Africa may be restricted or prohibited by the laws of
such foreign jurisdiction then this Circular is deemed to have been provided for information purposes only and neither the Cognition Board
nor the Caxton Board accepts any responsibility for any failure by Scheme Participants to inform themselves about, and to observe, any
applicable legal requirements in any relevant foreign jurisdiction.

Scheme Participants who are in doubt as to their position should consult their professional advisors.

Termination of listing of Cognition Shares

Following implementation of the Scheme, Cognition will be a wholly owned subsidiary of Caxton and the listing of the Cognition Shares will be
terminated on the JSE.

Tax implications for Cognition Shareholders

The tax treatment of Scheme Participants is dependent on their individual circumstances and on the tax jurisdiction applicable to such
Scheme Participants. It is recommended that the Scheme Participants seek appropriate advice in this regard.

Takeover Regulation Panel approval

Cognition Shareholders should take note that in terms of section 201(3) of the Companies Act the TRP does not consider commercial
advantages or disadvantages of affected transactions when it approves such transactions.

Responsibility statements

The Cognition Board, the Independent Board and the Caxton Board accept responsibility for the information contained in this announcement,
and certify that, to the best of their respective knowledge and belief, the information is true and, where appropriate, this announcement does
not omit anything likely to affect the importance of the information included.

19 April 2024

AcaciaCap Advisors Proprietary Limited

Date: 19-04-2024 04:44:00
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.

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