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Finalisation announcement: Clover Scheme
Clover Industries Limited Milco SA Proprietary Limited
Incorporated in the Republic of South Africa Incorporated in the Republic of South Africa
(Registration number 2003/030429/06) (Registration number 2018/610365/07)
JSE Ordinary Share code: CLR (“Milco SA”)
NSX Ordinary Share code: CLN
ISIN: ZAE000152377
(“Clover”)
FINALISATION ANNOUNCEMENT: CLOVER SCHEME
Shareholders are referred to the joint Firm Intention Announcement released on the Stock Exchange
News Service (“SENS”) on 4 February 2019 (and using the terms defined therein unless otherwise
stated) in which they were informed that Milco SA, had made an offer to acquire all the shares in
Clover for the Scheme Consideration.
Shareholders were further advised, in the Report on Proceedings at the Scheme Meeting
announcement released on SENS on 29 March 2019, that all resolutions necessary to implement the
Scheme were approved by the requisite majority of votes.
Further to the SENS announcements released on 19 July 2019 and on 10, 17, 20 and 26 September
2019, Clover and Milco SA are pleased to confirm that all conditions precedent to the Scheme have
now been fulfilled.
The Scheme will therefore be implemented, in accordance with the timetable below:
Item 2019
Delisting application submitted to the JSE on Friday, 27 September
Finalisation announcement to be published in the South African press
on Monday, 30 September
Last day to trade in Clover Shares in order to be recorded in the
Register on the Scheme Record Date (Scheme Last Day to Trade) Tuesday, 8 October
Suspension of listing of Clover Shares on the JSE and the NSX on Wednesday, 9 October
Scheme Consideration Record Date on which Shareholders must be
recorded in the Register to receive the Scheme Consideration (refer Friday, 11 October
note 3)
Operative Date of the Scheme on Monday, 14 October
Scheme Consideration paid to Certificated Scheme Participants who
have lodged their Form of Surrender and Transfer and Documents of
Title with the Transfer Secretaries on or prior to 12:00 on the Scheme
Record Date on Monday, 14 October
Dematerialised Scheme Participants’ accounts with their CSDP or
broker credited with the Scheme Consideration on Monday, 14 October
Termination of listing of Clover Shares on the JSE and the NSX at
commencement of trade on Tuesday, 15 October
Notes:
1. All times indicated in this announcement are local times in South Africa.
2. Share certificates may not be dematerialised or rematerialised after the Scheme Last Day to Trade.
3. Shareholders should note that as transactions in Clover shares are settled in the electronic settlement
system used by Strate, settlement of trades takes place three Business Days after such trade. Therefore,
persons who acquire Clover shares on or prior to the Scheme Last Day to Trade (Tuesday, 8 October 2019),
will participate in the Scheme (i.e. sell their Clover shares to Milco SA, in accordance with the Scheme for
the Scheme Consideration).
Johannesburg
Friday, 27 September 2019
Sponsor to Clover
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
NSX Sponsor to Clover
MERCHANTEC CAPITAL NAMIBIA PROPRIETARY LIMITED
Legal adviser to Clover
WERKSMANS
Financial adviser and investment bank to Milco
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Financial adviser to The Central Bottling Company
HSBC
Legal adviser to Milco
ENS AFRICA
Date: 27/09/2019 08:45:00
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.
