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SecData finalisation announcement
SecData Shareholders are referred to the joint announcement by SecData and MB Technologies Investments Proprietary Ltd. ("MB Tech") released on SENS on 20 November 2013 and published in the South African press on 21 November 2013 regarding the terms on which MB Tech has made an offer to acquire the entire issued ordinary share capital of SecData excluding treasury shares, being 227 128 521 (two hundred and twenty seven million one hundred and twenty eight thousand five hundred and twenty one) SecData shares ("SecData Shares"), by way of a scheme of arrangement ("Scheme") to be proposed by the SecData Board between SecData and the holders of the SecData Shares ("SecData Shareholders"), in terms of section 114(1)(c) of the Companies Act, No 71 of 2008, as amended ("the Companies Act"), and to the SecData circular dated 18 December 2013 ("the Circular").
SecData Shareholders are advised that, following receipt from the Takeover Regulation Panel ("Panel") of a compliance certificate in terms of section 119(4)(b) of the Companies Act in respect of the Scheme on 4 December 2013 and receipt from the Competition Tribunal of approval for the implementation of the Scheme on 26 February 2014, all outstanding conditions precedent to the Scheme have now been fulfilled.
Accordingly, SecData Shareholders are advised that the salient dates which were set out in the Circular, have been amended by mutual agreement between SecData and MB Tech (with the approval of JSE Ltd. ("JSE") and the Panel as follows:
- Expected Scheme LDT, being the last day to trade SecData Shares on the JSE in order to be recorded in the Register to receive the Scheme Consideration, on Friday, 7 March 2014
- Suspension of listing of SecData Shares on the JSE expected to take place at the commencement of trade on Monday, 10 March 2014
- Expected 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, 14 March 2014
- Expected Operative Date of the Scheme on Monday, 17 March 2014
- Scheme Consideration expected to be paid/posted to certificated Scheme Participants (provided their form of acceptance, surrender and transfer (blue) and Documents of Title are received on or prior to 12:00 on the Scheme Consideration Record Date) on or about Monday, 17 March 2014
- Dematerialised Scheme Participants expected to have their accounts (held at their CSDP or broker) credited with the Scheme Consideration on or about Monday, 17 March 2014
- Termination of listing of SecData Shares on the JSE expected to take place at the commencement of trade on or about Tuesday, 18 March 2014
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