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Fulfilment Of Certain Conditions Precedent And Revised Important Dates And Times Relating To The Scheme
TISO BLACKSTAR GROUP SE
(Incorporated in England and Wales)
(Registration number: SE000110)
(Registered as an external company with limited
liability in the Republic of South Africa under
registration number: 2011/008274/10)
Share code: TBG
ISIN: GB00BF37LF46
("Tiso Blackstar" or "the Company")
FULFILMENT OF CERTAIN CONDITIONS PRECEDENT AND REVISED IMPORTANT DATES AND
TIMES RELATING TO THE SCHEME
Capitalised terms used below and elsewhere in this announcement and that are not otherwise defined, bear
the meaning ascribed to them in the circular distributed to Tiso Blackstar shareholders on 31 July 2020
(“Circular”).
Shareholders are referred to the Circular, the announcement regarding the distribution of the Circular and
the notice of Court Meeting and General Meeting, which sets out the important dates and times relating to
the Scheme, published on SENS on 31 July 2020 and the announcement regarding the extension of the
KTH Sale outstanding condition precedent, published on SENS on 30 September 2020.
Fulfilment of conditions precedent
Tiso Blackstar is pleased to announce that –
• all the conditions precedent to the KTH Sale, as detailed in the Circular, have been fulfilled; and
• all the Conditions relating to the Scheme, as detailed in the Circular, have been fulfilled, save for the
following Conditions set out in paragraphs 6.5.5, 6.5.7 and 6.5.9, respectively, of the Circular:
o the KTH Sale being implemented and the cash payment of the KTH Sale Consideration is received
by Tiso Blackstar;
o Registered Shareholders holding, in aggregate, no more than 161,450,000 Tiso Blackstar Shares
make Exit Elections or are being deemed to have made Exit Elections by the Scheme Record Date,
pursuant to the Scheme; and
o the Scheme and the Capital Reduction being sanctioned and confirmed by the UK Court.
Shareholders are advised that the KTH Sale is expected to be implemented shortly and it is anticipated that
the KTH Sale Consideration will be received by Tiso Blackstar by Friday, 13 November 2020, whereupon
the Condition in paragraph 6.5.5 of the Circular will be fulfilled. A further announcement will be released on
Monday, 16 November 2020 to advise shareholders as to whether or not the Condition in paragraph 6.5.5 of
the Circular has been fulfilled.
As set out in paragraph 6.2.6 of the Circular, the Company has received irrevocable undertakings from
certain of its shareholders to make Continuation Elections in respect of 114,852,419 Tiso Blackstar Shares.
Given the total issued share capital of the Company is 269,994,681 (net of treasury shares), the Tiso
Blackstar Board is reasonably confident that Exit Elections will not be made in respect of more than
161,450,000 Tiso Blackstar Shares.
It is anticipated that the Conditions in paragraphs 6.5.7 and 6.5.9 will be fulfilled on the dates set out below.
Accordingly, the revised important expected dates and times in respect of the implementation of the Scheme
are as follows:
2020
Scheme LDT Tuesday, 17 November
Trading in Tiso Blackstar Shares on the JSE suspended from
commencement of trade on Wednesday, 18 November
Sanction Hearing Thursday, 19 November
Scheme Record Date Friday, 20 November at 15:00 GMT
(17:00 SAST)
Last day for Forms of Election to be validly lodged with the
Transfer Secretaries and elections to be made by Dematerialised Friday, 20 November
Tiso Blackstar Shareholders by 10:00 GMT (12:00 SAST) on
Scheme Unconditional Date expected to be on Friday, 20 November
Scheme Unconditional Date announcement expected to be
released on SENS by 12:00 GMT (14:00 SAST) on Friday, 20 November
Scheme Effective Date expected to be on Friday, 20 November, after 15:00 GMT
(17:00 SAST)
Scheme Unconditional Date announcement expected to be
published in the press on Monday, 23 November
Scheme Consideration payment to Dematerialised Tiso Blackstar
Shareholders who hold Exit Election Shares expected to take Monday, 23 November
place on
Scheme Consideration payment to Certificated Tiso Blackstar
Shareholders who hold Exit Election Shares expected to take Monday, 23 November
place within 5 Business Days of the Scheme Effective Date
Termination of listing of Shares on the JSE at commencement of
trade on or about Tuesday, 24 November
Notes:
1. Certain of the dates and times above are subject to change depending on the date on which the UK Court
sanctions the Scheme and the date on which the outstanding Conditions are satisfied or, if capable of
waiver, waived.
2. No Dematerialisation or Rematerialisation of Tiso Blackstar Shares may take place from the
commencement of business on the Business Day following the Scheme LDT, which is on Tuesday, 17
November 2020.
3. Although certain of the salient dates and times are stated to be subject to change, such statement shall
not be regarded as consent or dispensation for any change to time periods which may be required
pursuant to the UK Companies Act or the JSE Listings Requirements or by the UK Courts, where
applicable, and any such consents or dispensations must be specifically applied for and granted.
4. The date of the Sanction Hearing is Thursday, 19 November 2020. The indicated dates set out above
following the Sanction Hearing assume that the UK Court sanctions the Scheme and associated Capital
Reduction, and the relevant order is sealed, on that date. Those following dates will accordingly change
if this does not occur on that date. The Company will seek the UK Court’s approval to amend the Scheme
where appropriate to reflect the updated timetable.
5. Should a Standby Offer Trigger Event occur, all important dates and times pertinent to the Standby Offer
will be published on SENS and in the press.
Notice of Sanction Hearing
Shareholders are also informed that the sanction hearing for the Scheme will be held at the Rolls Building,
7 Rolls Building, Fetter Lane, London EC4A 1NL, United Kingdom on 19 November 2020.
Any creditor or shareholder of the Company desiring to oppose the making of an order for the sanction of
the Scheme or confirmation of the proposed reduction of share capital should appear at the time of hearing
in person or by legal representative for that purpose. Given the current circumstances with COVID-19, the
hearing is expected to be conducted remotely and any interested party wishing to appear or attend is invited
to contact the English solicitors for the Company at samwaite@paulhastings.com for details of how to
participate remotely.
Shareholders are reminded that at the Court Meeting and General Meeting of the Company held on 21
September 2020, the Scheme and the associated matters relating to the Scheme were approved by the
Tiso Blackstar Shareholders.
Details of the results of the voting at the Court Meeting are as follows:
Number of Scheme Percentage of Number of Percentage of
Shares voted Scheme Shares Registered Registered
voted Shareholders who Shareholders who
voted voted
For 183,200,510 77.45% 17 94.4%
Against 53,349,958 22.55% 1 (Note 1) 5.6%
Note 1: PLC Nominees Proprietary Limited, the Strate Nominee, is the registered holder of all the shares of the
Company held in Strate. PLC Nominees Proprietary Limited voted both for and against the Scheme. In accordance with
UK scheme of arrangement practice, where a registered shareholder votes some shares for and some against the
scheme, for the purpose of the majority by number test, it is counted as one shareholder for, and one shareholder against.
Accordingly, the total for the number of registered shareholders who voted is less than the sum of the registered
shareholders who voted for and those who voted against.
The Court Meeting was attended either personally or by proxy by 17 registered holders of Scheme Shares,
voting 236,550,468 Scheme Shares. At 15:00 GMT (17:00 SAST) on 11 September 2020 (being the Voting
Record Date as defined in the Scheme), there were 224 registered holders of Scheme Shares (excluding
any second and subsequent joint named holders) holding 269,994,681 Scheme Shares. Accordingly, the
number of registered holders of Scheme Shares attending the Court Meeting either in person or by proxy
was 7.6% of the total number of registered holders entitled to do so, representing 87.6 % of the total number
of Scheme Shares in issue.
Details of the results of the voting at the General Meeting are as follows:
Resolutions Votes against Number of Number of
proposed at Votes for resolution resolution shares voted shares voted
the General at General at General
Meeting Meeting Meeting as a
percentage
of shares in
issue
Votes % Votes %
Special
resolution
number 1:
Approval of
Scheme and
Capital
Reduction 191,186,209 77.70% 54,883,587 22.30% 246,069,796 91.14%
Ordinary
resolution
number 1:
Delisting of
Tiso Blackstar
Shares from
the Main Board
of the JSE
pursuant to
paragraph
1.15(a) of the
JSE Listings
Requirements 191,183,864 77.69% 54,885,942 22.31% 246,069,796 91.14%
Ordinary
resolution
number 2:
Approval of the
KTH Sale 140,407,945 71.90% 54,883,587 28.1% 195,282,260 72.33%
Ordinary
resolution
number 3:
Authority for
off-market
purchase of
own shares
under section
694 of the UK
Companies Act 191,183,864 77.69% 54,885,942 22.31% 246,069,796 91.14%
The total number of shares in issue as at the date of the Court Meeting and General Meeting was
275,753,092. Of these, 5,758,411 are held in treasury and cannot be voted at general meetings or at the
Court Meeting. Accordingly, the total number of Tiso Blackstar Shares eligible to be voted at the meetings
was 269,994,681.
London
10 November 2020
Sponsor Corporate Advisor English Legal advisor
PSG Capital Vestra Advisory Paul Hastings
Independent Expert Independent Reporting Accountants SA Legal Advisor
BDO Deloitte & Touche and PricewaterhouseCoopers Cliffe Dekker Hofmeyr
Date: 10-11-2020 11:02:00
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