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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
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