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Mon 14 Oct 2019
Close: 2 494c 
Day's move: 0c (0.00%)
Volume: 0
Trades: 0
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Clover - scheme finalisation announcement
Shareholders are referred to the joint Firm Intention Announcement released on the Stock Exchange News Service ("SENS") on 4 February 2019 (and using the terms defined therein unless otherwise stated) in which they were informed that Milco SA, had made an offer to acquire all the shares in Clover for the Scheme Consideration.
Shareholders were further advised, in the Report on Proceedings at the Scheme Meeting announcement released on SENS on 29 March 2019, that all resolutions necessary to implement the Scheme were approved by the requisite majority of votes.
Further to the SENS announcements released on 19 July 2019 and on 10, 17, 20 and 26 September 2019, Clover and Milco SA are pleased to confirm that all conditions precedent to the Scheme have now been fulfilled.
The Scheme will therefore be implemented, in accordance with the timetable below:
2019
Delisting application submitted to the JSE on Friday, 27 September
Finalisation announcement to be published in the South African press on Monday, 30 September
Last day to trade in Clover Shares in order to be recorded in the Register on the Scheme Record Date (Scheme Last Day to Trade) Tuesday, 8 October
Suspension of listing of Clover Shares on the JSE and the NSX on Wednesday, 9 October
Scheme Consideration Record Date on which Shareholders must be recorded in the Register to receive the Scheme Consideration Friday, 11 October
Operative Date of the Scheme on Monday, 14 October
Scheme Consideration paid to Certificated Scheme Participants who have lodged their Form of Surrender and Transfer and Documents of Title with the Transfer Secretaries on or prior to 12:00 on the Scheme Record Date on Monday, 14 October
Dematerialised Scheme Participants' accounts with their CSDP or broker credited with the Scheme Consideration on Monday, 14 October
Termination of listing of Clover Shares on the JSE and the NSX at commencement of trade on Tuesday, 15 October
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Clover - Competition Tribunal approval
Shareholders are referred to the Stock Exchange News Service ("SENS") announcements relating to the acquisition by Milco SA of all the issued shares in Clover ("Clover Scheme"), the last of which was released on 20 September 2019.
The boards of Clover and Milco SA wish to announce that the Competition Tribunal of South Africa has approved the Clover Scheme subject to a number of conditions which relate to:
- the continued procurement of bulk juice concentrate from local processors;
- employment, specifically with regard to restricting retrenchments and ensuring future job creation; and
- information sharing protocol for directors.
The parties to the Clover Scheme ("the Parties") have agreed that, notwithstanding the conditions attached by the Competition Tribunal of South Africa to its approval, the Clover Scheme condition precedent requiring competition authority approval, has been fulfilled. The Parties are, however, assessing the impact of the deviation by the Competition Tribunal from the conditions proposed by the Parties and reserve their right to appeal the conditions in due course, but any such appeal will have no impact on the implementation of the Clover Scheme.
As soon as Clover and Milco SA have certainty on the fulfilment of the sole remaining Clover Scheme condition precedent, being the issue of the Takeover Regulation Panel compliance certificate pursuant to regulation 102(13) of the Companies Regulations, 2011, a joint finalisation announcement will be released on SENS, setting out the remaining salient dates and times pertaining to the implementation of the Clover Scheme.
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Clover - extension to date of fulfilment or waiver
Shareholders are referred to the announcement released on the Stock Exchange News Service ("SENS") on 23 August 2019 in which they were advised of the extension of the date for fulfilment or waiver, if applicable, of all the outstanding conditions precedent, to 20 September 2019.
The decision from the Competition Tribunal following the hearings has not yet been received although is expected soon. Accordingly, Milco SA and Clover have agreed to further extend the date for fulfilment or waiver, if applicable, of all the outstanding conditions precedent, from 20 September 2019 to 21 October 2019.
As soon as Clover and Milco SA have certainty on the fulfilment of the remaining Clover Scheme conditions precedent, a joint finalisation announcement will be released on SENS, setting out the remaining salient dates and times pertaining to the implementation of the Clover Scheme.
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| Closing price data source: JSE Ltd. All other statistics calculated by ProfileData. |
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