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Unbundling Of Niveus’s Shares In Niveus Invest 17 Proprietary Limited
Niveus Investments Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1996/005744/06)
Share code: NIV
ISIN: ZAE000169553
(“Niveus” or the “Company”)
UNBUNDLING OF NIVEUS’S SHARES IN NIVEUS INVEST 17 PROPRIETARY LIMITED (to
be renamed “Hosken Passenger Logistics and Rail Limited”)
Following the implementation, on 1 February 2018, of the GABS Acquisition,
as defined and detailed in the Company’s circular to its shareholders
(“Shareholders”) dated 18 December 2017, Shareholders are hereby advised
that a subsidiary of Niveus, La Concorde Holdings Limited (“La Concorde”),
intends to unbundle 110 000 000 shares in Niveus Invest 17 Proprietary
Limited (in the process of changing its name to “Hosken Passenger Logistics
and Rail Limited”)(“Newco”) held by La Concorde after the implementation
of the GABS Acquisition, comprising approximately 38% of the total issued
share capital of Newco, to La Concorde shareholders, by way of a
distribution in specie pro rata to their respective shareholding in
La Concorde (“La Concorde Unbundling”).
Shareholders are further advised that following the La Concorde Unbundling,
Niveus intends to unbundle 62 749 383 shares in Newco distributed to and
received by Niveus pursuant to the La Concorde Unbundling, comprising
approximately 22% of the total issued share capital of Newco (“Niveus
Distribution Shares”) to Shareholders, by way of a distribution in specie
pro rata to their respective shareholding in Niveus (“Niveus Unbundling”).
It is envisaged that Newco will be listed on the JSE main board following
the implementation of the La Concorde Unbundling, but prior to the
implementation of the Niveus Unbundling.
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
The Company has today, 21 February 2018, distributed a circular to
Shareholders, detailing the La Concorde Unbundling and the Niveus Unbundling
and the manner in which it will be implemented (“Circular”).
The Circular incorporates a notice convening a general meeting of
Shareholders (“General Meeting”) in order to consider and, if deemed fit,
to approve the La Concorde Unbundling (to the extent legally required) and
the Niveus Unbundling. In this regard, notice is hereby given that the
General Meeting of Shareholders will be held at La Concorde, 57 Main Street,
Paarl, on Friday, 23 March 2018 at 11h00, at which meeting Shareholders
will be requested to consider and, if deemed fit, to pass the resolutions
set out in the notice of General Meeting, as included in the Circular.
The Circular will be available on the Company’s website at
http://www.niveus.co.za. In addition, copies of the Circular will be
available for inspection, in English only, during normal business hours
until the date of the General Meeting at the Company’s registered office
and at the offices of its sponsor, PSG Capital, at 1st Floor, Ou Kollege,
Stellenbosch and 2nd Floor, Building 3, 11 Alice Lane, Sandhurst, Sandton.
Shareholders are referred to the table below setting out important
dates and times in relation to the Niveus Unbundling.
SALIENT DATES AND TIMES
2018
Record date for Shareholders to be recorded in
the securities register in order to receive the
Circular Friday, 16 February
Circular incorporating the notice of General
Meeting and form of proxy, distributed to
Shareholders on Wednesday, 21 February
Announcement of distribution of Circular and
notice convening the General Meeting released on
SENS on Wednesday, 21 February
Announcement of distribution of Circular and
notice convening the General Meeting published
in the South African press on Thursday, 22 February
Last day to trade shares in order to be recorded
in the securities register to vote at the General
Meeting on Tuesday, 13 March
Newco pre-listing statement made available by Thursday, 15 March
Record date for a Shareholder to be registered
in the securities register in order to be
eligible to attend and participate in the General
Meeting and to vote thereat, by close of trade
on Friday, 16 March
For administrative reasons, forms of proxy in
respect of the General Meeting to be lodged at
the transfer secretaries preferably by 11h00 on Tuesday, 20 March
Last date and time for Shareholders to give notice in
terms of section 164 of the Companies Act, No. 71 of
2008 (“Companies Act”) to Niveus, objecting to the
special resolution approving the Niveus Unbundling by
11h00 on Friday, 23 March
Forms of proxy not lodged with the transfer
secretaries to be handed to the chairperson of
the General Meeting before the proxy exercises
the rights of the Shareholder at the General
Meeting on Friday, 23 March
General Meeting held at 11h00 on Friday, 23 March
Results of the General Meeting published on SENS
on Friday, 23 March
Results of the General Meeting published in the
South African press on Monday, 26 March
If the La Concorde Unbundling and the Niveus
Unbundling are approved by Shareholders:
Last date on which Shareholders who voted against the Tuesday, 3 April
special resolutions approving the La Concorde
Unbundling and the Niveus Unbundling may require
Niveus to seek court approval in terms of
section 115(3)(a), but only if the special resolution
was opposed by at least 15% of the voting rights
exercised thereon
Last date on which Shareholders who voted against the Tuesday, 10 April
special resolutions approving the La Concorde
Unbundling and the Niveus Unbundling may make
application to the court in terms of
section 115(3)(b) of the Companies Act
Last date for Niveus to send objecting Shareholders Tuesday, 10 April
notice of the adoption of the special resolution
approving the Niveus Unbundling, in terms of
section 164 of the Companies Act
Special resolutions approving the La Concorde Tuesday, 10 April
Unbundling and the Niveus Unbundling passed, if
Shareholders do not exercise their rights in terms of
section 115(3)(a) and 115(3)(b) of the Companies Act
Assuming that all the Niveus Unbundling conditions are fulfilled or waived
(to the extent legally permissible) and that neither court approvals nor the
review of the La Concorde Unbundling or the Niveus Unbundling are required:
La Concorde Unbundling to occur on the La Concorde Friday, 13 April
Unbundling completion date on
Finalisation announcement in respect of the Niveus Monday, 16 April
Unbundling released on SENS on
Finalisation announcement in respect of the Niveus Tuesday, 17 April
Unbundling published in the press on
Last day to trade shares in order to be recorded in Monday, 23 April
the securities register to participate in the Niveus
Unbundling on
Newco shares lists on the JSE Tuesday, 24 April
Announcement in respect of the cash value of Wednesday, 25 April
fractional entitlements applicable to the Niveus
Unbundling on
Shares trade ex right to Niveus Distribution Shares Tuesday, 24 April
Niveus Unbundling Record Date Thursday, 26 April
Announcement in respect of the apportionment of tax Thursday, 26 April
cost for the Niveus Unbundling by
Niveus Unbundling completion date, on which Monday, 30 April
Shareholders will have their accounts at their CSDP
or broker updated to reflect the Niveus Distribution
Shares
Notes:
1. The above dates and times are subject to amendment at the discretion of Niveus,
subject to the Companies Act. Any such amendment will be released on SENS.
2. The above dates may be amended to the extent that any Shareholders exercise
their appraisal rights in terms of section 164 of the Companies Act.
3. All dates and times indicated above are South African Standard Time.
Cape Town
21 February 2018
Corporate advisor and sponsor
PSG Capital
Auditor and independent reporting accountant
Grant Thornton
Legal adviser
ENSafrica
Independent expert
KPMG
Date: 21/02/2018 04:40:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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