To view the PDF file, sign up for a MySharenet subscription.

NVEST FINANCIAL HOLDINGS LIMITED - Posting of Circular, Notice Convening the Scheme Meeting and Important Dates and Times Relating to the Scheme

Release Date: 13/12/2021 17:40
Code(s): NVE     PDF:  
Wrap Text
Posting of Circular, Notice Convening the Scheme Meeting and Important Dates and Times Relating to the Scheme

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

POSTING OF CIRCULAR, NOTICE CONVENING THE SCHEME MEETING AND IMPORTANT DATES
AND TIMES RELATING TO THE SCHEME


1.    INTRODUCTION
1.1   Shareholders are referred to the firm intention announcement by NVest and a
      consortium of existing NVest Shareholders (“Offeror” or “Consortium”) released on
      SENS on 29 October 2021 (“Firm Intention Announcement”) wherein shareholders
      were advised that:

      1.1.1   The board of directors of NVest (“Board”) advised shareholders that the
              Company received an offer from NVest Shareholders to acquire all of the
              ordinary shares in the Company not already owned by it. The offer (“Offer”)
              will be implemented by way of a scheme of arrangement (“Scheme”) in
              terms of section 114(1)(c) of the Companies Act, No. 71 of 2008, as amended
              (“Companies Act”), to be proposed by the Independent Board between
              NVest and its shareholders, and will be followed by the delisting of the
              Company from the Main Board of the JSE Limited (“JSE”) in terms of
              paragraph 1.17(b) of the JSE Listings Requirements (“Delisting”).

      1.1.2   The consideration payable by the Offeror to eligible shareholders (being all
              NVest shareholders, excluding the Excluded Shareholders) (“Eligible
              Shareholders”), if the Scheme becomes operative, is R2.10 (two rand and ten
              cents) per share (“Scheme Consideration”), payable in cash on the date on
              which the Scheme becomes operative.

      1.1.3   The Offeror is acting as principal and not as agent in respect of the Scheme
              and it is not acting in concert with any parties for purposes of the
              implementation of the Scheme.

1.2   Capitalised terms in this announcement shall have the same meanings as assigned
      to them in the Firm Intention Announcement and the circular referred to in
      paragraph 2 below, as applicable.

2.    POSTING OF THE CIRCULAR
      Shareholders are advised that the circular setting out the terms and conditions of the
      Scheme (“Circular”) and incorporating, inter alia, a notice convening a meeting of
      NVest shareholders (“Scheme Meeting”) will be distributed to NVest shareholders on,
      Monday, 13 December 2021. The Circular will also be made available on NVest’s
      website at https://www.nvestsecurities.co.za from Monday, 13 December 2021.
      Copies of the Circular may be obtained during normal business hours from the
      registered office of NVest at the address provided in paragraph 3 below, from Friday,
      10 December 2021 until the date of the Scheme Meeting or may be requested per
      email from brendanc@nvestholdings.co.za. Shareholders are advised to review the
      Circular for detailed information regarding the Scheme and other related matters.

3.    NOTICE CONVENING THE SCHEME MEETING
      Notice is hereby given that the Scheme Meeting will be held at 10h00 on
      Friday, 14 January 2022 at 42 Beach Road, Nahoon, East London, Eastern Cape for
      the purpose of considering and, if deemed fit, passing, with or without modification,
      the resolutions set out in the notice convening the Scheme Meeting.
4.    ELECTRONIC PARTICIPATION

      In accordance with the provisions of section 61(10) of the Companies Act, the
      Company intends to make provision for NVest Shareholders and their proxies to
      participate in the General Meeting by way of telephone and/or video conference
      call.

      NVest Shareholders wishing to do so:

      •     should contact the company at +27 43 735 2000                  or per email from
            brendanc@nvestholdings.co.za by no later than 10:00 on Wednesday,
            12 January 2022, to obtain a pin number and dial-in details for the conference
            call.
      •     will be required to provide reasonably satisfactory identification.
      •     will be billed separately by their own telephone service or video service providers
            for the telephone call or video conference call to participate in the meeting.
      •     should lodge completed form(s) of proxy in accordance with the attendance
            and voting instructions detailed in the Circular.

5.    IMPORTANT DATES AND TIMES
      Shareholders are referred to the tables below setting out important dates and times
      in relation to the Scheme.

5.1   The Scheme
      The definitions and interpretations in Section F of the Circular shall apply to this
      section.

                                                                                        2021
          Record date for NVest Shareholders to be recorded in
          the Register in order to receive the Circular                   Friday, 3 December

          Circular posted to NVest Shareholders and notice
          convening the General Meeting released on SENS                 Monday, 13 December

          Notice of General Meeting published in the South
          African press                                                 Tuesday, 14 December

                                                                                        2022
          Last day to trade NVest Shares in order to be recorded
          in the Register to vote at the General Meeting                  Tuesday, 4 January

          Record date to be eligible to vote at the General
          Meeting, being the Voting Record Date, by close of
          trade                                                            Friday, 7 January

          Proxy forms not lodged with Transfer Secretaries to be
          handed to the Chairperson of the General Meeting
          before 10h00                                                Wednesday, 12 January

          Last date and time for NVest Shareholders to give
          notice to NVest objecting, in terms of section 164(3) of
          the Companies Act, to the Scheme Resolution for
          purposes of the Appraisal Rights by 10h00                      Friday, 14 January

          General Meeting of NVest Shareholders to be held at
          10h00                                                          Friday, 14 January

          Results of General Meeting released on SENS                    Monday, 17 January

          Results of General Meeting published in the South
          African press                                                 Tuesday, 18 January

          If the Scheme is approved by NVest Shareholders at the
          General Meeting with sufficient voting rights such that
          no NVest Shareholder may require the Company to
          obtain Court approval for the Scheme as
          contemplated in Section 115 (3) (a) of the Companies
          Act:                                                           Friday, 21 January

         Last date for NVest Shareholders who voted against the
         Scheme Resolution to require NVest to seek Court
         approval for the Scheme in terms of section 115(3)(a)
         of the Companies Act, if at least 15% of the total votes
         of NVest Shareholders at the General Meeting were
         exercised against the Scheme Resolution                        Friday, 28 January

         Last date on which NVest Shareholders can make
         application to the Court in terms of section 164(3) of the
         Companies Act                                                  Friday, 28 January

         Last date for NVest to give notice of adoption of the
         Scheme Resolution to NVest Shareholders objecting to
         the Scheme Resolution, in accordance with section 164
         of the Companies Act,                                         Monday, 31 January

         The following dates assume that neither Court approval
         nor the review of the Scheme is required and will be
         confirmed in the finalisation announcement if the
         Scheme becomes unconditional:

         If no NVest Shareholders exercise their rights in terms of
         Section 115(3)(b) of the Companies Act:

         Scheme Finalisation Date expected to be on                    Monday, 7 February

         Scheme Finalisation Date announcement expected to
         be released on SENS on                                        Monday, 7 February

         Expected Scheme LDT, being the last day to trade
         NVest Shares on the JSE in order to be recorded in the
         Register to receive the Scheme Consideration, on            Tuesday, 15 February

         Suspension of listing of NVest Shares on the JSE
         expected to take place at the commencement of              
         trade on                                                  Wednesday, 16 February

         Scheme Record Date to be recorded in the Register in
         order to receive the Scheme Consideration expected
         to be on or about                                            Friday, 18 February

         Expected Scheme Implementation Date on                       Monday, 21 February

         Scheme Consideration will be sent by EFT to
         Certificated Shareholders who have lodged their Form
         of Surrender and Transfer (white) with the Transfer
         Secretaries on or prior to 12:00 on the Scheme Record
         Date, on or about                                            Monday, 21 February

         Dematerialised Scheme Participants expected to have
         their accounts with their CSDP or Broker credited with
         the Scheme Consideration on or about                        Monday, 21 February

         Expected Delisting of NVest Shares on the JSE
         expected to take place at the commencement of
         trade on or about                                          Tuesday, 22 February

         Notes:
         1. All dates and times may be changed by mutual agreement between the
            Consortium and NVest (subject to the approval of the JSE and/or the TRP, if
            required). The dates have been determined based on certain assumptions
            regarding the date by which certain regulatory approvals will have been
            obtained and that no Court approval or review of the Scheme Resolution will be
            required. Any change in the dates and times will be released on SENS and
            published in the South African press.

       2.   NVest Shareholders should note that, as trade in NVest Shares on the JSE is settled
            through Strate, settlement of trades takes place three Business Days after the
            date of such trades. Therefore, NVest Shareholders who acquire NVest Shares on
            the JSE after the last day to trade in NVest Shares in order to be recorded in the
            Register on the Voting Record Date will not be entitled to vote at the General
            Meeting.

       3.   NVest Shareholders who wish to exercise their Appraisal Rights are referred to
            Annexure 4 of the Circular for purposes of determining the relevant timing for the
            exercise of their Appraisal Rights.

       4.   Dematerialised Shareholders, other than those with own-name registration, must
            provide their CSDP or Broker with their instructions for voting at the General
            Meeting by the deadline stipulated by their CSDP or Broker in terms of their
            respective Custody Agreements.

       5.   No Dematerialisation or rematerialisation of NVest Shares may take place from
            the Business Day following the Scheme LDT.

      6.   If the Scheme Resolution is opposed by a sufficient number of Voting
           Shareholders at the General Meeting so that a Voting Shareholder may require
           NVest to obtain Court approval of the Scheme, as contemplated in section
           115(3)(a) of the Companies Act, and a Voting Shareholder in fact delivers such
           a request, the dates and times set out above will not be relevant. If this is the
           case, NVest Shareholders will be notified separately of the applicable dates and
           times under this process.

      7.   If the General Meeting is adjourned or postponed, Forms of Proxy (white)
           submitted for the initial General Meeting will remain valid in respect of any
           adjournment or postponement of the General Meeting.

     8.   If any Voting Shareholder who votes against the Scheme exercises its rights in
          accordance with section 115(3)(b) of the Companies Act and applies to Court
          for a review of the Scheme, the dates and times set out above will not be
          relevant. If this is the case, NVest Shareholders will be notified separately of the
          applicable dates and times under this process.

     9.   Although the salient dates and times are stated to be subject to change, such
          statement may not be regarded as consent or dispensation for any change to
          time periods which may be required in terms of the Companies Regulations,
          where applicable, and any such consents or dispensations must be specifically
          applied for and granted.
   10.    All times referred to in the Circular are references to South African time.

6    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 the
     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.

By order of the Board
East London
13 December 2021

Designated Advisor
AcaciaCap Advisors Proprietary Limited

Date: 13-12-2021 05:40:00
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