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Distribution Of Circular And Notice Of General Meeting
Invicta Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1966/002182/06)
Ordinary Share code: IVT Ordinary Share ISIN: ZAE000029773
Preference Share code: IVTP Preference Share ISIN: ZAE000173399
(“Invicta” or “the Company”)
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
1. Distribution of Circular
Invicta shareholders are referred to the announcement released on the Stock Exchange News
Service (“SENS”) and A2X News Service on 20 July 2020, in which they were advised, inter
alia, that the Company and its subsidiary, Humulani Marketing Proprietary Limited, which forms
part of the Capital Equipment Group (“CEG”) reporting segment, (or the "Seller") had entered
into an agreement dated 17 July 2020 ("Signature Date") with CNH Industrial SA Proprietary
Limited, to dispose of four businesses within CEG, for a cash consideration equal to the tangible
net asset value of the operations on the effective date, being approximately R507 million
excluding interest bearing debt as at 31 March 2020, plus an additional US$6 million goodwill
(the "Disposal").
Shareholders are also referred to the announcement dated 14 August 2020 where they were
informed that Invicta had entered into a Subscription Agreement on 13 August 2020 with its
Chief Executive Officer, Steven Joffe, in terms of which he (or his associate, Sades Holdings
(Pty) Ltd of which he is a director, and a trustee and beneficiary of its sole shareholder, the
Sades Family Trust) will subscribe for, and the Company will issue, 3 000 000 ordinary shares
at a Subscription Price of R8.76 per share, for a total cash investment of R26 280 000 (“the
Specific Issue”).
The regulatory approvals required from the JSE Limited for the Circular relating to the Disposal
and the Specific Issue transactions have been obtained.
Shareholders are now advised that the Circular, incorporating a notice of General Meeting and,
form of proxy (“Circular”) has been distributed to Shareholders today, Thursday, 29 October
2020.
Capitalised words and terms contained in this announcement shall bear the meanings ascribed
thereto in the Circular.
Shareholders are advised to obtain a copy of the Circular as follows:
• by accessing an electronic copy of the Circular on the Company’s website, available at
https://www.invictaholdings.co.za; or
• by contacting the Transfer Secretaries, Computershare on +27 (0)11 370 7701 or at
#ZACSJHBClientService1@Computershare.co.za to request an electronic copy of the
Circular; or
• by contacting their CSDP or broker to request an electronic copy of the Circular; or
• by contacting the Company Secretary, Lize Dubery on +27 (0)11 620 7304 or at
info@invictaholdings.co.za to request an electronic copy of the Circular or to make
reasonable alternative arrangements to obtain a copy.
2. Notice of General Meeting
Notice is hereby given that the General Meeting of Shareholders will be held on Friday, 27
November 2020 at 11:00 entirely by electronic communication, in order to consider and, if
deemed fit, to pass the resolutions necessary to give effect to the proposed transactions.
Electronic participation
Given the risks arising from the COVID-19 pandemic, the General Meeting, convened in terms
of the Notice of General Meeting, will be held entirely by electronic communication, as permitted
by the JSE, the provisions of the Companies Act and the MOI on Friday, 27 November 2020,
commencing at 11:00. In this respect, the Company has retained the services of the Transfer
Secretaries, Computershare Investor Services Proprietary Limited to facilitate the General
Meeting on an interactive electronic platform remotely, in order to facilitate remote participation
and voting by Shareholders. The Transfer Secretaries will also act as scrutineer.
Shareholders who wish to participate in the General Meeting, including proxy holders, will be
required to submit the duly completed Electronic Participation Form, contained in the Circular,
together with the relevant documents to Computershare Investor Services (Pty) Ltd at
proxy@computershare.co.za and info@invictaholdings.co.za, as provided for on the form.
Shareholders are strongly encouraged to complete their verification well ahead of time.
Once your shareholding, identity and authority (if the shareholder is not an individual) have been
verified by Computershare, you will be provided with details on how to join the General Meeting
web stream. A live voting function will not be available, and shareholders will be required to
send their duly completed voting forms to Computershare via email before the meeting, or at
the close of voting at the latest. For further information, please refer the details contained in the
Notice of General Meeting forming part of the Circular.
3. The salient dates and times, also contained in the Circular, are set out below.
2020
Record Date for Invicta Shareholders to receive the Circular
Friday, 23 October
and Notice of General Meeting
Circular and Notice of General Meeting distributed and
Thursday, 29 October
announced on SENS and A2X News Service
Last Date to Trade to be eligible to participate in and vote at
Tuesday, 17 November
the General Meeting
General Meeting Record Date for Invicta Shareholders to be
entitled to participate in and vote at the General Meeting Friday, 20 November
(“General Meeting Record Date”)
For administrative purposes, last date to lodge forms of proxy
Wednesday, 25 November
with Transfer Secretaries by 11:00
General meeting to be held at 11:00 Friday, 27 November
Results of the General Meeting published on SENS and A2X
Friday, 27 November
News Service
Notes
1. These dates and times are subject to amendment. Any material amendments will be
published on SENS and A2X News Service.
2. All times referred to in this Circular are local times in South Africa.
3. If the General Meeting is adjourned or postponed, forms of proxy submitted for the initial
General Meeting will remain valid in respect of any adjournment or postponement of the
General Meeting, unless the contrary is stated on such form of proxy.
4. Invicta Shareholders are reminded that Invicta Shares can only be traded in dematerialised
form. It is therefore suggested that certificated shareholders on the Register only
dematerialise their Invicta Shares prior to the Last Date to Trade. No orders to
dematerialise or rematerialise Invicta Shares will be processed from the Business Day
following the Last Date to Trade up to and including the General Meeting Record Date, but
such orders will again be processed from the first Business Day after the General Meeting
Record Date.
5. The Register for certificated shareholders will be closed between the Last Day to Trade
and the General Meeting Record Date.
6. Shareholders are requested to deposit forms of proxy at the office of the transfer
secretaries, Computershare Investor Services Proprietary Limited, Rosebank Towers, 15
Biermann Avenue, Rosebank, Johannesburg, 2196, or by post to Private Bag X9000,
Saxonwold, 2132 (at own risk), or via email to proxy@computershare.co.za and
info@invictaholdings.co.za. Any forms of proxy not lodged by this time may still be sent to
these email addresses prior to the commencement of the meeting.
Johannesburg
29 October 2020
Company Secretary: Lize Dubery
Sponsor: Deloitte & Touche Sponsor Services (Pty) Ltd
Attorneys: Bernadt Vukic Potash and Getz Attorneys
Date: 29-10-2020 05:05:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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