Wrap Text
Distribution of circular and notice of general meeting
ACCENTUATE LIMITED Pruta Securities (Jersey) Limited
(Incorporated in the Republic of South Africa) (Incorporated in Jersey)
(Registration number 2004/029691/06) (Registration Number: 8465)
JSE Share code: ACE ISIN: ZAE000115986 (“Pruta” or “the Offeror”)
(“ACE” or “the Company” or “the Group”)
Jacana Investments Limited
(Incorporated in the Channel Islands)
(Registration Number: 243598)
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
INTRODUCTION
Accentuate shareholders (“Shareholders”) are referred to the joint Firm Intention Announcement published on
SENS on 12 October 2020 wherein they were advised that the Board of ACE (“the Board”) had received a
binding offer from Pruta Securities (Jersey) Limited (“Pruta”) to acquire new shares in ACE on condition that
Pruta ultimately obtains outright control or at least 51% (fifty-one per centum) of the ordinary issued
shareholding in the Company by way of a Scheme of arrangement and de-lists the Company’s shares from the
AltX of the JSE.
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
A circular (“Circular”), detailing the Scheme, is being distributed to shareholders today, Monday, 30 November
2020. The Circular also incorporates a notice convening a general meeting of shareholders (“General Meeting”)
for the purpose of considering, and, if deemed fit, passing, with or without modification, the resolutions contained
in such notice.
As a result of the impact of the COVID-19 pandemic and the restrictions placed on public gatherings, the General
Meeting will be held in electronic format only.
Notice is hereby given that the General Meeting will be held entirely through electronic participation at 09:00 on
Monday, 28 December 2020 to consider and, if deemed fit, to pass the resolutions required to approve the
Scheme and related matters. Shareholders are to connect to the General Meeting utilising the details set out in
the “Electronic attendance and participation” section of the Circular. The Circular is available in English only.
Copies may be obtained during normal business hours from the registered office of Accentuate, and on the
website www.accentuateltd.co.za today, Monday, 30 November 2020 until the date on which the Scheme is
implemented.
IMPORTANT DATES AND TIMES
Shareholders are referred to the table below setting out important dates and times in relation to the General
Meeting and the Scheme. Capitalised terms used below and elsewhere in this announcement and that are not
otherwise defined, bear the meanings ascribed to them in the Circular.
2020
Record date to determine which Accéntuate Shareholders are entitled to receive the Circular Friday, 13 November
Posting of the Circular to Accéntuate Shareholders and notice convening General
Meeting published on SENS Thursday, 26 November
Last day to trade in Accéntuate Shares in order to be recorded on the Accéntuate share
register on the scheme voting record date (voting last day to trade) Monday, 14 December
Record date for General Meeting Friday, 18 December
Proxy forms to be received by 09:00 Wednesday, 23 December
Last date and time for Accéntuate Shareholders to give notice in terms of section 164(3)
of the Companies Act to Accéntuate objecting to the Special Resolution approving the
Scheme by 09:00 on Monday, 28 December
General Meeting to be held at 09:00 Monday, 28 December
Results of General Meeting published on SENS Monday, 28 December
If the Scheme is approved by Accéntuate Shareholders at the General Meeting with sufficient voting rights such
that no Shareholder may require the Company to obtain Court approval for the Scheme as contemplated in
section 115(3)(a) of the Companies Act:
2021
Last day for Shareholders who voted against the Scheme to require Accéntuate to seek Court Tuesday, 5 January
approval for the Scheme in terms of section 115(3)(a) of the Companies Act if the Scheme is
approved by Shareholders at the General Meeting but the Scheme Resolution was opposed by at
least 15% of the voting rights that were exercised on the Scheme Resolution at the General Meeting
(where applicable) (5 business days after General Meeting)
Last date on which Accéntuate Shareholders can make application to the Court in terms of section Tuesday, 12 January
115(3)(b) of the Companies Act on (10 business days after General Meeting)
Last date for Accéntuate to give notice of adoption of the special resolution approving the Scheme Tuesday, 12 January
to Accéntuate Shareholders objecting to the special resolution
If no Accéntuate Shareholders exercise their rights in terms of section 115 of the Companies Act:
2020/2021
Offer opens Tuesday, 29 December
Finalisation Date announcement expected to be published on SENS on or about Friday, 8 January
Expected Scheme LDT, being the last day to trade Accéntuate Shares on the JSE in order to be Tuesday, 19 January
recorded in the Register to receive the Scheme Consideration, on
Suspension of listing of Accéntuate Shares on the JSE expected to take place at the Wednesday, 20 January
commencement of trade on
Expected Scheme Consideration Record Date, being the date on which Scheme Participants Friday, 22 January
must be recorded in the Register to receive the Scheme Consideration, by close of trade on
Expected Implementation Date of the Scheme Monday, 25 January
Expected payment and delivery of Scheme Consideration Monday, 25 January
Expected termination of listing of Accéntuate Shares at commencement of trade on the JSE Tuesday, 26 January
If the Scheme is not implemented and the Standby Offer is implemented:
2021
Expected finalisation announcement published on SENS Monday, 4 January
Expected date of lodging an application for the termination of listing of the Shares on the JSE Tuesday, 5 January
First date on which the Standby Offer Consideration is expected to be sent by EFT or by cheque to Thursday, 7 January
Standby Offer Participants who are Certificated Shareholders who have lodged their Form of
Acceptance and Transfer (pink) with the Transfer Secretaries on or prior to the Standby Offer being
declared wholly unconditional on or about
First date on which Dematerialised Standby Offer Participants are expected to have their accounts Thursday, 7 January
with their Broker or CSDP credited with the Standby Offer Consideration on or about
Expected last day to trade to take up the Standby Offer on or about Tuesday, 12 January
Expected date on which the Shares trade “ex” the right to participate in the Standby Offer on or about Wednesday, 13 January
Expected suspension of the listing of the Shares at the commencement of trade on the JSE Wednesday, 13 January
Expected Standby Offer Record date on or about Friday, 15 January
Expected Standby Offer Closing Date at 12h00 on or about Friday, 15 January
Last date on which the Offer Consideration is expected to be sent by EFT or by cheque to Standby Monday, 18 January
Offer Participants who are Certificated Shareholders who have lodged their Form of Acceptance and
Transfer (pink) with the Transfer Secretaries on or prior to the last day to trade to take up the Standby
Offer on or about
Last date on which Dematerialised Standby Offer Participants are expected to have their accounts Monday, 18 January
with their Broker or Participant credited with the Offer Consideration on or about
Expected termination of the listing of the Shares at commencement of trade on the JSE on or about Tuesday, 19 January
1. All dates and times are subject to change by mutual agreement between Accéntuate and the Offeror and approval
by the JSE and Takeover Regulation Panel (if required) and/or may be subject to certain regulatory approvals including
but not limited to that of the Takeover Regulation Panel authority, being granted. Any change will be released on
SENS.
2. Accéntuate Shareholders should note that as transactions in shares are settled in the electronic settlement system
used by Strate, settlement of trades’ takes place three trading days after such trade. Therefore persons who acquire
Accéntuate Shares after the Voting Last Day to Trade will not be eligible to vote at the General Meeting, but will,
provided the Scheme is approved and they acquire the Accéntuate Shares on or prior to the Scheme Last Day to
Trade, participate in the Offer.
3. An Accéntuate Shareholder may submit a proxy at any time before the vote on the Scheme (or any adjournment
of the General Meeting) or emailed to the Transfer Secretaries who will provide same to Chairman of the General
Meeting before the appointed proxy exercises any of the relevant Shareholder’s rights at the General Meeting (or
any adjournment of the General Meeting), provided that should a Shareholder lodge a form of proxy with the
Transfer Secretaries at Computershare Investor Services Proprietary Limited, Rosebank Towers, 15 Biermann
Avenue, Rosebank, 2196 less than 48 hours before the General Meeting, such Shareholder will also be required
to furnish a copy of such form of proxy to the Chairman of the General Meeting before the appointed proxy
exercises any of such Shareholder’s rights at the General Meeting (or any adjournment of the General
Meeting).
4. 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 Scheme.
5. All times given in this Circular are local times in South Africa.
6. Accéntuate share certificates may not be dematerialised or rematerialised after the Scheme Last Day to Trade or
the offer as the case may be.
7. Although the salient dates and times are subject to change, such statement may not be regarded as consent or
dispensation for any change to the time period which may be required in terms of the Takeover Regulations, where
applicable, and any such consent or dispensation must be specifically applied for and granted.
Agulhas Nominees Proprietary Limited, Registration number: 2000/026993/07 (“Agulhas”)
Agulhas is not an Eligible Shareholder given its prior exercise of its appraisal rights in terms of section 164 of
the Act, and its Shares and accrued appraisal rights are excluded from the Scheme and Standby Offer. Agulhas
is not entitled to exercise any voting rights in terms of the Scheme or the Standby Offer and its Shares will not
be subject to expropriation in terms of the Scheme or entitled to accept the Standby Offer. Agulhas Shares will
be excluded from eligible votes to be counted in respect of the Scheme and/or Standby Offer.
The Independent Board and Accentuate Board Responsibility Statement
The Independent Board and Accentuate Board (to the extent that the information relates to Accentuate)
collectively and individually accept responsibility for the information contained in this announcement and certify
that, to the best of their knowledge and belief, the information contained in this announcement relating to
Accentuate is true and this announcement does not omit anything that is likely to affect the import of such
information.
Pruta Board Responsibility Statement
The board of directors of Pruta (to the extent that the information relates to Pruta) collectively and individually
accept responsibility for the information contained in this announcement and certify that, to the best of their
knowledge and belief, the information contained in this announcement relating to Pruta is true and this
announcement does not omit anything that is likely to affect the import of such information.
Johannesburg
30 November 2020
Designated Advisor: Bridge Capital Advisors Proprietary Limited
Legal Advisor: Fullard Mayer Morrison Inc.
Independent Expert: Merchantec Proprietary Limited
Reporting Accountants: Moore Johannesburg
Date: 30-11-2020 01:40:00
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