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Fri 18 Sep 2015
Close: 1c 
Day's move: 0c (0.00%)
Volume: 0
Trades: 0
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Zurich - acquisition by SA Fire House
Holders of Zurich ordinary shares (“Shareholders”) are referred to the circular issued on Friday, 7 August 2015 regarding the scheme of arrangement (“Scheme”) proposed by SA Fire House between Zurich and its Shareholders (other than SA Fire House) in terms of which SA Fire House will acquire all Zurich ordinary shares (“Shares”) not already held by it from Shareholders and all the Shares will subsequently be delisted from the stock exchange operated by the JSE Ltd. (“Delisting”).
Results of scheme meeting
Shareholders are advised that all of the resolutions considered at the general meeting convened in order to consider the Scheme (“Scheme Meeting”) were approved by the requisite majority of votes.
Fulfilment of conditions precedent to the scheme
Shareholders are advised that all conditions precedent to the Scheme have been fulfilled and, accordingly, that the Scheme is now unconditional. In terms of the Scheme, SA Fire House will acquire all Shares not already held by it from Shareholders for the scheme consideration of R240 per Share (“Scheme Consideration”), in terms of section 114, read with section 115, of the Companies Act 71 of 2008, as amended. The Delisting will take place following the completion of the Scheme and transfer of the Scheme Consideration.
Salient times and dates
The salient dates and times applicable to the Scheme and the Delisting contained in the circular posted to Shareholders on 7 August 2015 remain as set out below:
- Last day to trade in Shares in order to be recorded in the Register on the Scheme Record Date (“Scheme Last Day to Trade”) Friday, 11 September2015
- Date of suspension of listing of Shares on the JSE Monday, 14 September 2015
- Scheme Record Date on which Shareholders must be recorded in the Register to receive the Scheme Consideration Friday, 18 September 2015
- Operative Date of the Scheme Monday, 21 September 2015
- Scheme Consideration will be sent by EFT or by cheque to Certificated Shareholders who have lodged their Form of Surrender and Transfer with the Transfer Secretary on or prior to 12:00 on the Scheme Record Date on or about Monday, 21 September 2015
- Dematerialised Scheme Participants expected to have their accounts with their CSDP or broker credited with the Scheme consideration on or about Monday, 21 September 2015
- Termination of the listing of the Shares on the JSE at commencement of trade on Tuesday, 22 September 2015
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Zurich - posting of joint circular
Zurich shareholders (“Shareholders”) are referred to the firm intention announcement released on the Stock Exchange News Service (“SENS”) on 30 July 2015 (“Firm Intention Announcement”) in which they were advised that SA Fire House had submitted a letter to the board of directors of Zurich constituting a firm intention by SA Fire House to make an offer to acquire the entire issued ordinary share capital of Zurich (“Shares”), not already held by SA Fire House, by way of a scheme of arrangement as contemplated in Chapter 5 of the Companies Act and Chapter 5 of the Companies Regulations, 2011 (“Scheme”), and that the Shares will be delisted from the securities exchange operated by JSE Limited (“JSE”) subsequent to the implementation of the Scheme.
Further to the Firm Intention Announcement, Shareholders are hereby advised that the independent expert retained by Zurich in terms of section 114(2) of the Companies Act (“Independent Expert”) has prepared and issued a report expressing the opinion that the offer consideration for the Scheme is fair and reasonable to Shareholders; and the independent board of Zurich (“Independent Board”), after due consideration of the report of the Independent Expert, has determined the Scheme is fair and reasonable and as such, proposes the Scheme to Shareholders for their consideration. The Independent Board recommends that Shareholders vote in favour of the Scheme.
Accordingly, all conditions for the posting of the circular as approved by the JSE and the Takeover Regulation Panel containing the full details of the Scheme (“Circular”) have been fulfilled and Shareholders are advised that the Circular has been posted to Shareholders today. The Circular contains, inter alia, the views and recommendations of the Independent Board regarding the Scheme, as well as the report from the Independent Expert.
Scheme meeting
Shareholders are hereby given notice that a general meeting of the Company will be held at the Auditorium, Ground Floor, Zurich, 15 Marshall Street, Ferreirasdorp, Johannesburg, 2001 at 10:00 on Friday, 4 September 2015, in order to consider and, if deemed fit, pass the resolutions required to authorise and effect the implementation of the Scheme (“Scheme Meeting”). Notice convening the Scheme Meeting is attached to, and forms part of, the Circular.
Dates and times
- Posting of the Circular to Shareholders and notice convening Scheme Meeting released on SENS Friday, 7 August 2015
- Notice convening Scheme Meeting published in the South African press Tuesday, 11 August 2015
- Last day to trade in Shares in order to be recorded in the Register on the Voting Record Date (Voting Last Day to Trade) Friday, 21 August 2015
- Voting Record Date for Shareholders to be recorded in the Register in order to be eligible to vote at the Scheme Meeting Friday, 28 August 2015
- Forms of Proxy to be received by the Transfer Secretaries by 10:00 on Wednesday, 2 September 2015
- Last date and time for Shareholders to give notice to Zurich objecting to the Scheme Meeting in terms of section 164 of the Companies Act by 10:00 onFriday, 4 September 2015
- Scheme Meeting at 10:00 on Friday, 4 September 2015
- Results of Scheme Meeting released on SENS Friday, 4 September 2015
- Results of Scheme Meeting published in the South African press If the Scheme is approved by Zurich Shareholders at the Scheme MeetingMonday, 7 September 2015
- Last day for Shareholders who voted against the Scheme to require Zurich to seek court approval for the Scheme in terms of section 115(3) of the Companies ActFriday, 11 September 2015
- Last day for Zurich to send notice of adoption of Special Resolution to Dissenting Shareholders, in accordance with section 164(4) of the Companies Act Friday, 18 September 2015
- Last day for a Shareholder who voted against the Scheme to apply to court for leave to apply to court for a review of the Scheme in terms of section 115(3) of the Companies Act Friday, 18 September 2015
The following dates assume that no court approval or review of the Scheme is required and will be confirmed in the finalisation announcement if the Scheme becomes unconditional:
- Expected Fulfilment Date Friday, 4 September 2015
- Finalisation announcement expected to be released on SENS Friday, 4 September 2015
- Finalisation announcement expected to be published in the South African pressMonday, 7 September 2015
- Expected last day to trade in Shares in order to be recorded in the Register on the Scheme Record Date (Scheme Last Day to Trade)Friday, 11 September 2015
- Expected date of suspension of listing of Shares on the JSE Monday, 14 September 2015
- Expected Scheme Record Date on which Shareholders must be recorded in the Register to receive the Scheme Consideration Friday, 18 September 2015
- Expected Operative Date of the Scheme Monday, 21 September 2015
- Scheme consideration will be sent by EFT or by cheque to Certificated Shareholders who have lodged their Form of Surrender and Transfers with the Transfer Secretary on or prior to 12:00 on the Scheme Record Date on or aboutMonday, 21 September 2015
- Dematerialised Scheme Participants expected to have their accounts with their CSDP or broker credited with the Scheme consideration on or about Monday, 21 September 2015
- Expected termination of the listing of the Shares on the JSE at commencement of trade onTuesday, 22 September 2015
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Zurich -- Withdrawal of cautionary & Offer
Zurich shareholders (“Shareholders”) are referred to the detailed cautionary announcement released on the Stock Exchange News Service (“SENS”) on 30 June 2015 (“Detailed Cautionary Announcement”), in which they were advised that SA Fire House, being the Company’s majority shareholder and itself a wholly-owned subsidiary of Zurich’s ultimate holding company, Zurich Insurance Group Ltd. (“ZIG”), was expected to make an offer (“Offer”) to acquire the entire issued ordinary share capital of Zurich, not already held by SA Fire House (“Scheme Shares”) by way of a scheme of arrangement (“Scheme”) in accordance with the Companies Act, No. 71 of 2008, as amended (“Companies Act”).
Shareholders are advised that SA Fire House submitted a letter to the board of directors of Zurich (“Zurich Board”) constituting a firm intention by SA Fire House to make the Offer as contemplated in Chapter 5 of the Companies Act and Chapter 5 of the Companies Regulations, 2011 (“Companies Regulations”) (“Firm Intention”). The Zurich Board has appointed an independent committee of the Board (“Independent Board”) to consider the terms of the Offer and the Scheme.
SA Fire House currently holds 10 236 885 Zurich ordinary shares, representing approximately 84.1% of the issued ordinary share capital of Zurich (“Zurich Shares”).
SA Fire House proposes to implement the Offer by way of a Scheme, in terms of section 114, read with section 115, of the Companies Act, to be proposed by SA Fire House between Zurich and the holders of Scheme Shares (“Scheme Participants”) as at the record date of the Scheme. The Offer, if accepted, and the Scheme, if implemented, will result in the Zurich Shares being delisted from the exchange operated by the JSE Ltd. (“JSE”) (“Delisting”).
The purpose of this firm intention announcement (“Firm Intention Announcement”) is to provide Shareholders with the salient terms of the Offer, in compliance with Regulation 101 of the Companies Regulations.
Offer Consideration
SA Fire House proposes to acquire the Scheme Shares from Scheme Participants for an acquisition consideration (“Offer Consideration”) of R240 per Scheme Share, payable in cash, representing an aggregate Offer Consideration of R466 227 600 (calculated on the basis of 1 942 615 Scheme Shares).
The Offer Consideration will escalate by 6% per annum calculated from 1 October 2015 to the date of payment, if payment of the Offer Consideration has not been made to Scheme Participants on or by 30 September 2015.
Offer mechanism
SA Fire House proposes to implement the Offer by way of the Scheme, on the following basis:
- The Scheme is proposed in accordance with section 114 of the Companies Act, read with section 115 of the Companies Act, and will constitute an affected transaction as defined in section 117©(iii) of the Companies Act. As such, the Scheme will be regulated by the Companies Act, the Companies Regulations and the Takeover Regulation Panel (“TRP”).
- The posting of the Scheme circular (“Circular”) to Shareholders will be subject to the fulfilment or waiver, as the case may be, of the posting conditions, set out in paragraph below.
- The implementation of the Scheme will be subject to the Scheme conditions precedent, set out in paragraph below.
As a consequence of implementing the Scheme, Zurich will no longer meet the criteria for listing set out in the JSE Listings Requirements and accordingly, the Delisting will be implemented pursuant to paragraph 1.16(b) of the JSE Listings Requirements. The Scheme is required to be approved by Scheme Participants passing a special resolution in accordance with the provisions of section 115(2) of the Companies Act (“Scheme Resolution”) at a general meeting convened for this purpose (“Scheme Meeting”).
Upon implementation of the Scheme, SA Fire House will make payment of the Offer Consideration to Scheme Participants for the acquisition of their Scheme Shares and all the Scheme Shares will be transferred to and registered in the name of SA Fire House. Upon completion of this transfer of the Scheme Shares to SA Fire House, SA Fire House shall be the sole shareholder of Zurich.
Rationale
The conversion of Zurich into a wholly-owned subsidiary of SA Fire House and ultimately, ZIG, will facilitate the leveraging of ZIG’s global resources and capabilities for the purpose of enhancing the Company’s position as a leading South African insurance carrier.
The Delisting will furthermore result in significant reductions in regulatory compliance and stakeholder reporting activities. This reduction will allow for meaningful savings in management time and costs within the Company.
Cash guarantee
The Offer Consideration will be settled by SA Fire House in cash. As required in terms of the Companies Act and Companies Regulations, Citibank, N.A., South Africa Branch (registration number 1995/007396/10) has provided a cash guarantee (“Cash Guarantee”) to the TRP in respect of SA Fire House’s financial obligation to effect payment of the Offer Consideration due in terms of the Scheme, which Cash Guarantee is in a form acceptable to the TRP and complies with regulations 111(4) and 111(5) of the Companies Regulations.
Shareholder support for the Scheme
As stated in the Detailed Cautionary Announcement, Scheme Participants holding in excess of 75% of the Scheme Shares have provided SA Fire House with irrevocable undertakings (“Irrevocable Undertakings”) to accept the Offer and to vote in favour of the special and ordinary resolutions necessary to authorise and implement the Scheme.
Posting conditions
Further details pertaining to the Scheme will be set out in the Circular, incorporating a notice convening the Scheme Meeting in order to consider and, if deemed fit, to pass the special and ordinary resolutions necessary to authorise and implement the Scheme.
The posting of the Circular to Shareholders will be subject to the fulfilment or waiver of the following conditions, by no later than Thursday, 6 August 2015 (or such later date as SA Fire House and Zurich may agree in writing, which date shall not be later than Wednesday, 26 August 2015):
- the independent expert (“Independent Expert”) retained by Zurich in terms of section 114(2) of the Companies Act has prepared and issued a report expressing the opinion that the Offer Consideration is fair and reasonable to Shareholders;
- the Independent Board recommends to the Shareholders that they vote in favour of the Scheme; and
- to the extent applicable, the JSE and the TRP approve the posting of the Circular.
The conditions in paragraphs (1) and (2) are for the benefit of SA Fire House and may be waived by the SA Fire House in its sole discretion by notice to Zurich in writing.
The condition in paragraph 0 is regulatory in nature and cannot be waived, although the time period within which such condition is to be fulfilled may be extended by SA Fire House in its sole discretion by notice to Zurich in writing.
Scheme Conditions Precedent
The Scheme is subject to the fulfilment of the following conditions precedent (“Scheme Conditions Precedent”), on or before 17:00 on Friday, 4 September 2015:
- the approval of the Scheme by the requisite majority of Shareholders (other than SA Fire House, which is excluded from the Offer) as contemplated in section 115(2)(a) of the Companies Act, and: (a) to the extent required, the approval of the implementation of such special resolution by a court in terms of section 115(2) and/or section 115(3) of the Companies Act; and (b) if applicable, Zurich not treating the aforesaid special resolution as a nullity, as contemplated in section 115(5)(b) of the Companies Act; and
- in respect of the implementation of the Scheme, and to the extent applicable, the approval of the Financial Surveillance Department of the South African Reserve Bank, the JSE and the TRP (either unconditionally or subject to conditions as may be acceptable to SA Fire House).
The Scheme Conditions Precedent cannot be waived.
SA Fire House will be entitled to extend the date for fulfilment of any of the Scheme Conditions Precedent, by up to 60 days, in its sole discretion, by notice in writing to Zurich and subject to the approval of or conditions imposed by the TRP, but shall not be entitled to extend the date to a date later than the aforesaid 60 day period without the prior written consent of Zurich and subject to the approval of or any conditions imposed by the TRP.
Voting at the Scheme Meeting
In accordance with section 115(4) of the Companies Act and regulation 84 of the Companies Regulations, SA Fire House and any directors of SA Fire House who are Shareholders and any other parties deemed to be acting in concert with SA Fire House are precluded from voting at the Scheme Meeting on the special and ordinary resolutions necessary to authorise and implement the Scheme, and their Zurich Shares will be excluded:
- for purposes of determining whether the applicable quorum requirement for the Scheme Meeting is satisfied; and
- for purposes of determining the total number of Scheme Shares eligible to vote on the special and ordinary resolutions necessary to authorise and implement the Scheme.
Independent Board and Independent Expert’s fair and reasonable opinion
The Scheme is an affected transaction in terms of section 117 of the Companies Act. Accordingly, an Independent Board comprising Stuart G Morris (Chairperson), John M Vice and Mandiza N Mbekeni, has been constituted to consider the terms of the Scheme.
In accordance with section 114(2) of the Companies Act and regulation 110 of the Companies Regulations, the Independent Board has appointed KPMG Services (Pty) Ltd. (“KPMG”) as the Independent Expert to provide the Independent Board with external advice in relation to the Scheme and to make appropriate recommendations to the Independent Board for the benefit of Scheme Participants.
The report containing the Independent Expert’s opinion will be contained in the Circular.
Posting of the Circular
It is expected that the Circular, incorporating a notice of Scheme Meeting, will be posted to Shareholders on or about 7 August 2015. A further announcement setting out the salient dates and times in relation to, inter alia, the posting of the Circular and the Scheme Meeting to be held on or about 4 September 2015 will be released in due course.
Delisting
An application will be made by Zurich to the JSE to terminate the listing of the Zurich Shares on the JSE following implementation of the Scheme.
Salient dates
- Posting of Circular to Shareholders and notice of Scheme Meeting released on SENS Friday, 7 August
- Salient dates announcement, notice of Scheme Meeting published in the press Tuesday, 11 August
- Scheme Meeting to be held Friday, 4 September
Notes:
The above dates are subject to change and, if changed, will form the basis of a further announcement in due course.
Withdrawal of cautionary announcement
Shareholders are advised that, following publication of the terms of the Scheme herein, the Detailed Cautionary Announcement referred to in paragraph 1 is hereby withdrawn and caution is no longer required to be exercised by Shareholders when dealing in Zurich Shares.
Responsibility Statement
The Independent Board accepts responsibility for the information contained in this Firm Intention Announcement to the extent that it relates to Zurich. To the best of its knowledge and belief, such information contained in this Firm Intention Announcement is true and nothing has been omitted which is likely to affect the importance of such information.
The board of directors of SA Fire House accepts responsibility for the information contained in this Firm Intention Announcement to the extent that it relates to SA Fire House. To the best of its knowledge and belief, such information contained in this Firm Intention Announcement is true and nothing has been omitted which is likely to affect the importance of such information.
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