To view the PDF file, sign up for a MySharenet subscription.
Back to NVE SENS
NVEST:  184   0 (0.00%)  01/01/1970 00:00

NVEST FINANCIAL HOLDINGS LIMITED - Confirmation of Dispensations Received from the TRP in Terms of s127(2)(a) of the Co Act & s102(2)(a) - Co Regs 2011

Release Date: 02/12/2021 14:45
Code(s): NVE     PDF:  
Wrap Text
Confirmation of Dispensations Received from the TRP in Terms of s127(2)(a) of the Co Act & s102(2)(a) - Co Regs 2011

NVEST FINANCIAL HOLDINGS LIMITED AND ITS SUBSIDIARIES
(Incorporated in the Republic of South Africa)
(Registration number 2008/015990/06)
(“NVest” or “the Company” or “the Group”)
ISIN Code: ZAE000199865 JSE Code: NVE

CONFIRMATION OF DISPENSATIONS RECEIVED FROM THE TAKEOVER REGUALTION PANEL (“TRP”) BY
THE COMPANY IN TERMS OF SECTION 127(2)(a) OF THE COMPANIES ACT No. 71 OF 2008 (“THE
ACT”) AND SECTION 102(2)(a) OF THE COMPANIES REGULATIONS, 2011 (“THE REGULATIONS”)

NVest shareholders are hereby advised of the following two dispensations granted to it by the TRP:

1.   DISPENSATION IN TERMS OF SECTION 127(2)(a) OF THE ACT
     Further to announcements made by way of our 2021 Group Integrated Annual Report and
     various SENS announcements, NVest continues to negotiate with the management team of
     our Gauteng office of subsidiary company NFB Private Wealth Management (“NFB”)
     regarding a potential divestiture of that branch of NFB from both NFB and the NVest Group
     of companies, which would include a sale of a portion of the shares of NFB Asset
     Management (Pty) Limited (“the transaction”).

     The TRP has granted the Company an exemption to section 127(2)(1) of the Act to allow
     NVest to continue negotiations regarding the transaction and to potentially conclude the
     transaction during the offer period relating to the Scheme of Arrangement (“the Scheme”)
     as announced by the Company on 29 October 2022 subsequent to a firm intention
     announcement regarding an offer by existing shareholders to acquire all NVest shares not
     already held by the offeror.

     This dispensation was granted based on amendments to the Income Tax Act expected to
     become effective on 1 January 2022, which will materialy prejudice the Company if the
     transaction is not concluded before then. Due to recent objections, the implementation
     date of the amendments may be reviewed.

     It is highlighted that the transaction will be at terms no better than the R2.10 price per share
     that is being offered by a Consortium as detailed in the Scheme circular, which is above the
     company, to shareholders in terms of the Scheme. The Circular detailing the Scheme of
     Arrangement is being finalised and salient dates will be published in due course.

2.   DISPENSATION IN TERMS OF REGULATION 102(2)(a) and (b) OF THE ACT
     The TRP has granted an extension of time to the 20-business day posting period of the
     combined offer circular relating to the Scheme as per regulation 102(2)(a).

3.   RESPONSIBILITY STATEMENT
     The Board and the Independent Board each accepts responsibility for the information
     contained in this announcement to the extent that it relates to Company. To the best of
     their knowledge and belief, the information contained in this announcement is true and
     nothing has been omitted which is likely to affect the importance of the information.

East London
2 December 2021

Designated Advisor
AcaciaCap Advisors Proprietary Limited

Date: 02-12-2021 02:45:00
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.

Share This Story