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NVEST FINANCIAL HOLDINGS LIMITED - Finalisation Announcement in Respect of the Scheme of Arrangement and Change to Salient Dates

Release Date: 21/01/2022 11:55
Code(s): NVE     PDF:  
Wrap Text
Finalisation Announcement in Respect of the Scheme of Arrangement and Change to Salient Dates

(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


Capitalised terms used but not defined in this announcement, shall have the same
meanings ascribed to them in the Circular (as defined below).

Introduction and Fulfilment of Scheme Conditions

NVest Shareholders are referred to the announcement published on the Stock
Exchange News Service (“SENS”) of the JSE on Monday, 17 January 2021, notifying them
that at the general meeting held on Friday, 14 January 2022 (“General Meeting”), the
special and ordinary resolutions set out in the Notice of General Meeting (which was
attached to and formed part of the Circular), were passed on a poll by the requisite
majorities (being those set out in the Notice of General Meeting in respect of each

No objections to the Scheme of Arrangement were received. Accordingly, the salient
dates have been amended as set out below:

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, 1 February

Suspension of listing of NVest Shares on the JSE to take
place at the commencement of trade on                            Wednesday, 2 February

Scheme Record Date to be recorded in the Register in
order to receive the Scheme Consideration to be on                  Friday, 4 February

Scheme Implementation Date on                                       Monday, 7 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                                Monday,  7 February

Dematerialised Scheme Participants expected to have
their accounts with their CSDP or Broker credited with the
Scheme Consideration on                                             Monday, 7 February

Expected Delisting of NVest Shares on the JSE expected to
take place at the commencement of trade on                         Tuesday, 8 February

Application has been made to the Takeover Regulation Panel to issue a compliance
certificate in respect of the Scheme in terms of section 119(4)(b) of the Companies Act
as all conditions precedent to the Scheme have now been fulfilled. The Scheme has
accordingly become unconditional and will be implemented on Monday, 7 February
2022, being the “Scheme Implementation Date”.

In accordance with the terms and conditions of the Scheme as detailed more fully in
the Circular, on the Scheme Implementation Date, Scheme Participants shall be
deemed to have disposed of and transferred their Scheme Shares to NVest and, in
exchange, each Scheme Participant will be entitled to receive a cash consideration of
R2.10 (“Scheme Consideration”) for every Scheme Share held by such Scheme
Participant at the close of business on Friday, 4 February 2022, being the “Scheme
Record Date”.

As a consequence of the Scheme, the Delisting of the NVest Shares from the Alternative
Exchange of the JSE will be implemented on Tuesday, 8 February 2022.

(i) NVest Shareholders who acquired on, or prior to, the Expected Scheme LDT being
     Tuesday, 1 February 2022, will participate in the Scheme.
(ii) No Dematerialisation or re-materialisation of NVest Shares may take place from the
     Business Day following the Scheme LDT.

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

By order of the Board
East London
21 January 2022

Designated Advisor
AcaciaCap Advisors Proprietary Limited

Date: 21-01-2022 11:55:00
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