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Niveus - scheme of arrangement finalisation
Niveus Shareholders are referred to the circular ("Circular") containing details of the offer by HCI Niveus Holdco 1 (Pty) Ltd. (“HCI Offerco”) to acquire all of the ordinary shares of no par value in the share capital of Niveus, other than those held by the Excluded Shareholders, by way of a single offer comprising:
- the Scheme, as contemplated in section 114 of the Companies Act; and
- if the Scheme is proposed, but fails to be implemented in accordance with its terms, the General Offer as contemplated in section 117(1)(c)(v) of the Companies Act and paragraph 1.15(c) of the Listings Requirements.
Shareholders are further referred to the announcements released on SENS dated 4 December 2019, 14 January 2020 and 1 April 2020.
Shareholders are advised that the application for leave to apply to Court to have the Resolutions reviewed in accordance with section 115(3)(b) and section 115(6) of the Companies Act has been withdrawn and that the Takeover Regulation Panel has issued a compliance certificate in terms of section 121(b)(i) of the Companies Act in respect of the Scheme. The Scheme is now unconditional.
The revised salient dates for the implementation of the Scheme and the Delisting are as follows:
- Scheme Last Day to Trade, being the last day to trade in order to be recorded in the Register on the Scheme Consideration Record Date - Tuesday, 19 May 2020
- Suspension of the listing of the Shares at the commencement of trade on the JSE - Wednesday, 20 May 2020
- Scheme Consideration Record Date, being the date on which Scheme Participants must be recorded in the Register to receive the Scheme Consideration - Friday, 22 May 2020
- Scheme Implementation Date, being the date of implementation of the Scheme - payment of the Scheme Consideration in terms of the Scheme and transfer of the Shares held by Scheme Participants - Monday, 25 May 2020
- Termination of the listing of the Shares at commencement of trade on the JSE - Tuesday, 26 May 2020
Niveus Shareholders are reminded that a signed copy of the Circular and all annexures thereto are available for inspection during normal office hours from 09:00 to 17:00 at the registered office of Niveus. The Circular is also available on Niveus’ website, www.niveus.co.za.
The Niveus board and the Niveus Independent board established to consider the Scheme and the General Offer accept responsibility for the information contained in this announcement to the extent that it relates to it. To the best of the knowledge and belief of the Niveus board and the Niveus Independent Board, the information contained in this announcement pertaining to the Company is true and nothing has been omitted that is likely to affect the import of the information.
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