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Finalisation Announcement in respect of Scheme
Imperial Logistics Limited DP World Logistics FZE
Incorporated in the Republic of South Africa Incorporated in the Jebel Ali Free Zone
(Registration number 1946/021048/06) (Registered number 220600)
JSE share code: IPL ("DP World")
ISIN: ZAE000067211
("Imperial")
FINALISATION ANNOUNCEMENT IN RESPECT OF SCHEME
Unless otherwise defined, all capitalised terms used below and elsewhere in this announcement shall bear
the meanings ascribed thereto in the circular distributed to Shareholders on 19 August 2021 ("Circular").
1. INTRODUCTION
Shareholders are referred to:
1.1 the Circular regarding:
1.1.1 DP World's offer, to be implemented by way of the Scheme, to acquire all of the issued
and to be issued Ordinary Shares, other than the Ordinary Shares held by subsidiaries
of Imperial; and
1.1.2 the Ukhamba Transaction, pursuant to which DP World would acquire from Ukhamba
all of Imperial's issued Deferred Ordinary Shares;
1.2 the announcement published on SENS on Friday, 17 September 2021, in which it was
confirmed that the Imperial shareholder resolutions necessary to approve the Scheme and
enable the Ukhamba Transaction had been duly approved; and
1.3 the announcement published on SENS on Thursday, 3 February 2022, regarding, among
other things, the extension of the Scheme Cut-off Date.
2. FULFILMENT OF SCHEME CONDITIONS AND UKHAMBA TRANSACTION SUSPENSIVE
CONDITIONS
Imperial and DP World are pleased to announce that:
2.1 all the Scheme Conditions have been timeously fulfilled and that the Scheme has accordingly
become Operative with effect from 25 February 2022. Consequently, Imperial and DP World
will proceed with implementation of the Scheme and the Delisting pursuant to which the
Scheme Participants will be deemed to have disposed of and transferred their Ordinary Shares
for the Scheme Consideration, being a cash amount of ZAR 66 per Ordinary Share held by
them; and
2.2 all the Ukhamba Transaction Suspensive Conditions have been timeously fulfilled and that the
Ukhamba Transaction has accordingly also become unconditional with effect from
25 February 2022. Consequently, Ukhamba and DP World will proceed with implementation
of the Ukhamba Transaction and Ukhamba will sell the Deferred Ordinary Shares for the
Ukhamba Consideration.
3. SALIENT DATES AND TIMES FOR THE SCHEME
The Scheme will be implemented in accordance with the following salient dates and times:
Publication of this finalisation announcement with regard to the Monday, 28 February 2022
Scheme in the South African press
Application for the Delisting to be lodged with the JSE, on Thursday, 3 March 2022
Scheme Last Day to Trade, being the last day to trade in Tuesday, 8 March 2022
Ordinary Shares on the JSE in order to be recorded in the
Register to receive the Scheme Consideration
Suspension of listing and trading of Ordinary Shares on the JSE, Wednesday, 9 March 2022
to take place at the commencement of trade on
Scheme Consideration Record Date, being the day on which Friday, 11 March 2022
Ordinary Shareholders must be recorded in the Register in order
to receive the Scheme Consideration
Scheme Implementation Date Monday, 14 March 2022
Dematerialised Scheme Participants to have their accounts (held Monday, 14 March 2022
at their CSDP or Broker) credited with the Scheme
Consideration, on
Certificated Scheme Participants who have provided valid bank Monday, 14 March 2022
account details and provided their Form of Surrender and
Transfer (green) and Documents of Title to the Transfer
Secretaries on or prior to 12:00 SAST on the Scheme
Consideration Record Date to have the Scheme Consideration
amount paid to them by EFT on
Termination of listing of Ordinary Shares on the JSE to take Tuesday, 15 March 2022
place at the commencement of trade, on
Notes:
1. All dates and times given in this announcement are South African dates and times.
2. Ordinary Shareholders who acquire Ordinary Shares on or prior to the Scheme Last Day to
Trade (Tuesday, 8 March 2022) will participate in the Scheme.
3. Ordinary Shares may not be Dematerialised or rematerialised after the Scheme Last Day to Trade.
Certificated Ordinary Shares may not be Dematerialised after the Documents of Title in respect
of such Certificated Ordinary Shares have been surrendered in anticipation of the Scheme
becoming Operative.
4. RESPONSIBILITY STATEMENTS
4.1 DP World (to the extent that the information relates to DP World) accepts responsibility for the
information contained in this announcement and, to the best of DP World's knowledge and
belief, that information is true and this announcement does not omit anything likely to affect
the importance of the information included.
4.2 The Independent Board (to the extent that the information relates to Imperial) accepts
responsibility for the information contained in this announcement and, to the best of the
Independent Board's knowledge and belief, that information is true and this announcement
does not omit anything likely to affect the importance of the information included.
Johannesburg
25 February 2022
For queries contact:
DP World Investor Relations
Redwan Ahmed
Email: redwan.ahmed@dpworld.com
Imperial Investor Relations
Esha Mansingh
Email: esha.mansingh@imperiallogistics.com
Melissa Arjoonan
Email: melissa.arjoonan@imperiallogistics.com
Financial Adviser to Imperial: Morgan Stanley
Legal Adviser to Imperial: Bowmans
Independent Expert to Imperial: UBS South Africa Proprietary Limited
JSE Sponsor and Corporate Broker to Imperial: Rand Merchant Bank (a division of FirstRand Bank
Limited)
Financial Adviser to DP World: Deutsche Bank
South African Legal Adviser to DP World: Webber Wentzel
International Legal Adviser to DP World: Clifford Chance LLP
Date: 25-02-2022 12:47:00
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