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Accentuate - finalisation announcement
Shareholders of Accentuate (“Accentuate Shareholders”) are referred to the circular issued by Accentuate on Friday, 30 November 2020 (“Circular”) regarding:
– a Scheme of arrangement in terms of section 114 of the Companies Act proposed by the board of Accentuate between Accentuate and its Shareholders which, if implemented, will result in the Offeror acquiring all of the issued Accentuate 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 R0,10 per Accentuate Share (“the Scheme”); or
– separately but concurrent to the Scheme, a conditional standby offer to the Eligible Shareholders in terms of section 117(1)(c)(v) of the Companies Act and paragraph 1.15(c) of the Listings Requirements to acquire all of the Offer Shares for a cash consideration of R0,10 per Offer Share, subject to the Scheme not becoming operative, the standby offer being accepted by at least 51% of Eligible Shareholders (“the Standby Offer”) and the Delisting being approved; and
– the subsequent delisting of the Accentuate Shares from the AltX of the JSE, following the implementation of the Scheme or the approval of the resolution to delist the Company.
Accentuate Shareholders are further referred to the announcement published on the Stock Exchange News Service (“SENS”) of the JSE on Monday, 28 December 2020, notifying them that at the general meeting held on Monday, 28 December 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)(a) 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 Friday, 8 January 2021 and will be implemented on Monday, 25 January 2021, 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 Pruta and, in exchange, each Scheme Participant will be entitled to receive a cash consideration of R0.10 (“Scheme Consideration”) for every Scheme Share held by such Scheme Participant at the close of business on Friday, 22 January 2021, being the “Scheme Consideration Record Date”.
As a consequence of the Scheme, the Delisting of the Accentuate Shares from the AltX of the securities exchange operated by the JSE will be implemented on Tuesday, 26 January 2021.
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| Closing price data source: JSE Ltd. All other statistics calculated by ProfileData. |
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