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Posting of Circular and Notice of General Meeting
ADRENNA PROPERTY GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 1998/012245/06)
Share Code: ANA ISIN: ZAE000163580
(“Adrenna” or “the Company”)
POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING
Capitalised terms used in this announcement that are not otherwise defined, bear the meaning
assigned to them in the Circular (defined in paragraph 2 below).
1. Introduction
Adrenna Shareholders are referred to the firm intention announcement released on SENS
on 21 August 2019 relating to:
• an offer by the Company to all Shareholders, except the Remaining Shareholders, in
terms of section 48 of the Companies Act, to be effected by way of a scheme of
arrangement (“Scheme”) in terms of section 114(1)(e) of the Companies Act, proposed
by the Adrenna Board between the Company and its Shareholders in terms of which, if
implemented, the Company will acquire all of the Scheme Shares from the Scheme
Participants for the Scheme Consideration of R1.30; and
• the termination of the listing of Adrenna’s Shares on the JSE Main Board.
2. Posting of the Circular
The circular setting out the terms and conditions of the Transaction (“Circular”), was
posted to shareholders on Monday, 23 September 2019.
Adrenna Shareholders are advised to review the Circular for detailed information
regarding the Scheme and the related aspects.
The Circular will be available on Adrenna’s website at www.adrennapropertygroup.co.za
from 25 September 2019. Copies of the Circular may also be obtained during normal
business hours at the registered office of Adrenna at Building 32, Waterford Office Park,
Waterford Drive, Douglasdale, Johannesburg and at the office of Arbor Capital
Proprietary Limited at 20 Stirrup Lane. Woodmead Office Park Corner Woodmead Drive
and Van Reenens Avenue, Woodmead 2191 from Monday, 23 September 2019 up to and
including Monday, 21 October 2019.
3. Notice of General Meeting
The Circular contains a notice convening a general meeting of Adrenna Shareholders to
be held at 09:00 on Monday, 21 October 2019 at Adrenna’s registered office, Building 32,
Waterford Office Park, Waterford Drive, Douglasdale, Johannesburg (“General Meeting”),
to consider and, if deemed fit, to pass with or without modification, the special resolution
required to approve the Scheme and the other ordinary resolutions set out in the notice of
General Meeting.
4. Salient Date and Times
Adrenna Shareholders are referred to the table below setting out important dates and
times in relation to the Scheme and the General Meeting:
2019
Record date for Shareholders to be recorded in the
Register in order to receive this Circular Friday, 13 September
Circular distributed to Shareholders and Notice of
Scheme Meeting released on SENS Monday, 23 September
Notice of Scheme Meeting published in the press Wednesday, 25 September
Scheme Offer opens for acceptance at 09:00 on:
(See Note 1 below) Wednesday, 25 September
Last day to trade in Adrenna Shares in order to be
recorded in the Register to vote at the Scheme Meeting Tuesday, 8 October
Record date to be eligible to vote at the Scheme
Meeting, being the Scheme Voting Record Date, by
close of trade Friday, 11 October
Proxy forms to be lodged at, posted, or emailed to the
Transfer Secretary by 09:00 on Thursday, 17 October
Last date and time for Shareholders to give notice to
Adrenna objecting, in terms of section 164(3) of the
Companies Act, to the Scheme Resolution for purposes
of the Appraisal Rights by 09:00 Monday, 21 October
Proxy forms not lodged with Transfer Secretary to be
handed to the Chairman of the Scheme Meeting
before 09:00 on Monday, 21 October
Scheme Meeting to be held at 09:00 on Monday, 21 October
Results of Scheme Meeting released on SENS Monday, 21 October
Results of the Scheme Meeting published in the press Tuesday, 22 October
The following dates assume that the Scheme is approved by Scheme Members at the
Scheme Meeting, and that neither Court approvals nor the review of the Scheme is
required and will be confirmed in the finalisation announcement if the Scheme
becomes unconditional:
Receive compliance certificate from the TRP Monday, 28 October
Scheme Finalisation Date announcement expected to
be released on SENS Friday, 1 November
Scheme Finalisation Date announcement expected to
be published in the press Monday, 4 November
Last day to trade in Adrenna Shares in order to be
included in the share register to receive Scheme
Consideration Tuesday, 12 November
Suspension of listing of Shares at the commencement of
trade on the JSE Wednesday, 13 November
Scheme Offer closes for acceptance by 12h00 on
(See note 1 below) Friday, 15 November
Scheme Consideration Record date, the date on, and
time at, which all persons must be recorded in the
Register in order to be receive the Scheme Offer on:
Friday, 15 November
Expected Scheme Implementation Date Monday, 18 November
Scheme Consideration will be sent by EFT or by cheque Monday, 18 November
to Certificated Shareholders who have lodged their
Form of Surrender and Transfer with the Transfer
Secretaries on or prior to 12:00 on the Scheme
Consideration Record Date:
Expected termination of listing of Shares on the JSE at
the commencement of trade on or about Tuesday, 19 November
The following dates apply in the event of any Adrenna Shareholders objecting to the
Scheme:
Last date for Adrenna Shareholders who voted against
the Scheme Resolution to require Adrenna 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
Adrenna Shareholders at the Scheme Meeting were
exercised against the Scheme Resolution Monday, 28 October
Last date for Shareholders who voted against the
Scheme to apply to Court for leave to apply for a
review of the Scheme in terms of section 164(3)(b) Monday, 4 November
Last date for Adrenna to send objecting Shareholders
notices of the adoption of the Scheme Resolution, in
accordance with section 164 of the Companies Act Monday, 4 November
Notes:
1. All dates and times are subject to change and/or may be subject to certain regulatory
approvals, including but not limited to that of the TRP and/or the JSE, being granted. Any
change will be released on SENS and published in the press.
2. Shareholders should note that, as trade in Shares on the JSE is settled through Strate,
settlement of trades takes place three Business Days after the date of such trades. Therefore,
Shareholders who acquire Shares on the JSE after the Voting LDT will not be entitled to vote at
the Scheme Meeting.
3. Shareholders who wish to exercise their Appraisal Rights are referred to Annexure 7 to this
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 Scheme Meeting by the cut-off
time and date stipulated by their CSDP or broker in terms of their respective custody
agreements.
5. No dematerialisation or rematerialisation of Shares may take place from the Business Day
following the Scheme Consideration LDT.
6. If the Scheme Meeting is adjourned or postponed, forms of proxy submitted for the initial
Scheme Meeting will remain valid in respect of any adjournment or postponement of the
Scheme Meeting.
7. Although the salient dates and times stated are 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 Act Regulations, where applicable, and any such
consents or dispensations must be specifically applied for and granted.
8. All times referred to in this Circular are references to South African time.
5. Independent Board Responsibility Statement
The Board, including the Independent Board, accepts responsibility for the information
contained in this announcement insofar as it relates to Adrenna, the Scheme and the
Delisting. To the best of their collective knowledge and belief, the information contained
in this announcement is true and nothing has been omitted from this announcement
which is likely to affect the importance of the information.
BY ORDER OF THE BOARD
Johannesburg
23 September 2019
SPONSOR
Arbor Capital Sponsors Proprietary Limited
Date: 23/09/2019 04:50:00
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