Wrap Text
Finalisation Announcement Regarding The Repurchase Of All The Outstanding Preference Shares
Imperial Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1946/021048/06)
Ordinary share code: IPL ISIN: ZAE000067211
Preference share code: IPLP ISIN: ZAE000088076
(“Imperial” or the “Company”)
FINALISATION ANNOUNCEMENT REGARDING THE REPURCHASE OF ALL THE OUTSTANDING
PREFERENCE SHARES BY WAY OF A SCHEME OF ARRANGEMENT
Capitalised terms used but not defined in this announcement, shall have the same meanings ascribed to them
in the Circular (as defined below).
1. Introduction and confirmation of fulfilment of Scheme conditions
Shareholders of Imperial (“Shareholders”) are referred to the circular issued and posted by Imperial to
Shareholders on Thursday, 16 August 2018 (“the Circular”), in terms of which Imperial: (i) proposed to
repurchase 100% of the outstanding non-redeemable, cumulative, non-participating preference shares in
its issued share capital (“Preference Shares”), by way of a scheme of arrangement (“the Scheme”) in terms
of section 114(1)(c) read with section 115 of the Companies Act, No. 71 of 2008 (“the Companies Act”);
and (ii) provided Shareholders with the requisite notices to convene the Meetings on Friday, 14 September
2018, for purposes of proposing for approval at each of the Meetings the relevant special resolutions to
implement the Scheme.
Shareholders are also referred to the results announcement released by Imperial on the Stock Exchange
News Service of the JSE Limited (“SENS”) on Friday, 14 September 2018, in which Imperial confirmed the
adoption by the requisite majority of Shareholders, of each special resolution proposed at the Meetings to
approve the Scheme.
Further to this, Imperial is pleased to advise that all of the Conditions Precedent to which implementation of
the Scheme was subject, as detailed in the Circular, have been fulfilled, including the receipt by Imperial of
a compliance certificate issued by the TRP, dated 2 October 2018, in terms of section 121(b)(i) of the
Companies Act (and regulation 102(13) of the Companies Regulations, 2011) in respect of the Scheme.
Accordingly, the Scheme has become unconditional with effect from 2 October 2018 and in paragraphs 2
and 3 below, Shareholders are provided with further detail concerning the finalisation and implementation
of the Scheme.
2. Salient terms
Given that the Scheme has become unconditional, Shareholders are hereby advised that implementation
of the Scheme shall occur on Monday, 15 October 2018, being the “Scheme Operative Date”.
In accordance with the terms and conditions of the Scheme as detailed more fully in the Circular, on the
Scheme Operative Date, Scheme Participants shall be deemed to have disposed of and transferred their
Scheme Shares to Imperial, and in exchange each Scheme Participant will be entitled to receive an
aggregate cash consideration of ZAR85.53 (“the Scheme Consideration”) on the Scheme Operative Date,
for every Scheme Share held by such Scheme Participant at close of business on Friday, 12 October 2018,
being the “Scheme Record Date”.
The Scheme Consideration comprises:
• an amount of ZAR83.00 per Preference Share, being the Offer Consideration; plus
• an amount of ZAR2.53 per Preference Share, being a Preference Share dividend (calculated
in terms of the MOI) for the period from 26 June 2018 up to (and including) the Scheme
Operative Date.
As a consequence of the Scheme, the Delisting of the Preference Shares will be implemented on Tuesday,
16 October 2018.
Accordingly, the effect of the Scheme is that with effect from the Scheme Operative Date, all the Scheme
Shares (being 100% of the issued Preference Shares) will be deemed disposed and transferred by the
Scheme Participants to, and repurchased by, Imperial in exchange for payment of the Scheme
Consideration, which Scheme Shares shall then be Delisted, cancelled and shall thereafter have the same
status as Preference Shares that have been authorised and not issued.
Shareholders are advised to refer to the Circular for the full terms and conditions of the Scheme.
3. Remaining salient dates and times
The remaining salient dates and times relating to implementation of the Scheme is as follows:
2018
Scheme Finalisation Date announcement published on SENS Tueday, 2 October
Last day to trade Preference Shares on the JSE in order to be recorded in Tueday, 9 October
the Register on the Scheme Record Date to receive the Scheme
Consideration
Suspension of listing of Preference Shares from the Main Board of the JSE Wednesday, 10 October
at commencement of trading
Last day to deliver Form of Surrender (pink) and Documents of Title (in Friday, 12 October
order to receive Scheme Consideration on the Scheme Operative Date) to
be receIved by the Transfer Secretaries, by 12:00
Friday, 12 October
Scheme Record Date, being the date and time on which Eligible
Shareholders must be recorded in the Register to receive the Scheme
Consideration, by 17:00
Monday, 15 October
Scheme Operative Date
Monday, 15 October
Dematerialised Scheme Participants to have their accounts (held at their
CSDP or broker) debited with the Scheme Shares and credited with the
Scheme Consideration
Monday, 15 October
Payment of the Scheme Consideration electronically or posted to
certificated Scheme Participants (if the Form of Surrender (pink) and
Documents of Title received by the Transfer Secretaries on or before 12:00
CAT on the Scheme Record Date)
Tuesday, 16 October
Termination of listing of the Preference Shares on the Main Board of the
JSE at the commencement of trade
Notes:
1. All times shown in this announcement are South African times, unless otherwise stated.
2. The above dates and times are subject to amendment. Any material amendment will be announced on SENS
and published in the South African press.
3. No dematarialisaiton or rematerialisaiton of Preference Shares may take place from the business day following
the Scheme last day to trade.
Johannesburg
2 October 2018
Financial Advisor and Transaction Sponsor
The Standard Bank of South Africa Limited
Legal Advisor
Bowman Gilfillan Inc.
Independent Expert
PricewaterhouseCoopers Corporate Finance Proprietary Limited
Independent Reporting Accountants
Deloitte & Touche
JSE Sponsor
Merrill Lynch SA Proprietary Limited
DISCLAIMER
Nothing in this announcement constitutes (or forms part of) any offer for the sale of, or solicitation of any
offer to purchase or subscribe for, any securities of Imperial in any jurisdiction.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by
law and therefore persons in any such jurisdictions into which this announcement is released, published
or distributed should inform themselves about and observe such restrictions. Failure to comply with the
applicable restrictions may constitute a violation of the securities laws of any such jurisdiction.
Date: 02/10/2018 12:45:00 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.
Sharenet Sites 
