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Andulela - finalisation announcement
Capitalised terms used but not defined in this announcement, shall have the same meanings ascribed to them in the Circular (as defined below) which was emailed to shareholders and made available on the Company’s website: www.andulelaholdings.com.
Shareholders of Andulela (“Andulela Shareholders”) are referred to the circular issued by Andulela on Friday, 20 March 2020 (“Circular”) regarding:
- an offer to acquire all the issued ordinary shares in Andulela, other than the shares held by Newshelf or related parties by way of a scheme of arrangement in terms of section 114 of the Companies Act proposed by the board of Andulela between Andulela and its Shareholders which, if implemented, will result in the Offeror acquiring all of the issued Andulela Shares, excluding Shares held by the Offeror (“the Offer Shares”), its related and inter-related persons and persons acting in concert with any of them for an Offer Price of R3.00 per Andulela Share (“the Scheme”); and - the termination of the listing of Andulela’s Shares on the JSE Main Board in terms of paragraph 1.17(b) of the listings requirements of the JSE Ltd.
- Andulela Shareholders are further referred to the announcement published on the Stock Exchange News Service (“SENS”) of the JSE on Tuesday, 21 April 2020, notifying them that at the general meeting held on Tuesday, 21 April 2020 (“General Meeting”), the special and ordinary resolutions set out in the Notice of General Meeting (which was attached to and formed part of the Circular), were passed on a poll by the requisite majorities (being those set out in the Notice of General Meeting in respect of each resolution).
- No Shareholder has made an application to court in accordance with section 115(3)(b) of the Companies Act to be granted leave to apply to a court for a review of the Scheme; and the Takeover Regulation Panel has issued a compliance certificate in respect of the Scheme in terms of section 119(4)(b) of the Companies Act and all conditions precedent to the Scheme have now been fulfilled. The Scheme has accordingly become unconditional with effect from Tuesday, 5 May 2020 and will be implemented on Monday, 18 May 2020, being the “Scheme Implementation Date”.
- In accordance with the terms and conditions of the Scheme as detailed more fully in the Circular, on the Scheme Implementation Date, Scheme Participants shall be deemed to have disposed of and transferred their Scheme Shares to Newshelf and, in exchange, each Scheme Participant will be entitled to receive a cash consideration of R3.00 (“Scheme Consideration”) for every Scheme Share held by such Scheme Participant at the close of business on Friday, 15 May 2020, being the “Scheme Consideration Record Date”.
- As a consequence of the Scheme, the Delisting of the Andulela Shares from the Main Board of the securities exchange operated by the JSE will be implemented on Tuesday, 19 May 2020. 2. Salient Dates and Times
The salient dates relating to the Scheme, as set out below, are now final.
- Scheme LDT, being the last day to trade Andulela Shares on the JSE in order to be recorded in the Register to receive the Scheme Consideration, on: Tuesday, 12 May 2020
- Suspension of listing of Andulela Shares on the JSE to take place at the commencement of trade on: Wednesday, 13 May 2020
- 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, 15 May 2020
- Implementation Date of the Scheme: Monday, 18 May 2020
- Payment and delivery of Scheme Consideration: Monday, 18 May 2020
- Termination of listing of Andulela Shares at commencement of trade on the JSE: Tuesday, 19 May 2020
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