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Posting of combined Scheme Circular and Notice of General Meeting
Rolfes Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 2000/002715/06)
Share Code: RLF
ISIN: ZAE000159836
(“Rolfes” or “the Company”)
Packaging Solutions Africa
(Incorporated in the Republic of Mauritius)
(Registration number 134938 C2/GBL)
(A wholly owned special purpose vehicle of PhatisaFood Fund 2 LLC,
which is managed by Phatisa)
(“Offeror”)
POSTING OF COMBINED SCHEME CIRCULAR AND NOTICE OF GENERAL MEETING
1. Posting of Circular
1.1 Rolfes Shareholders are referred to the firm intention announcement released on SENS on
31 October 2019. Using the terms defined therein, Rolfes Shareholders are advised that the
Circular containing the details of the Offer and the Delisting and incorporating a notice of
the Rolfes General Meeting and form of proxy, has been posted today, 29 November 2019.
1.2 Rolfes Shareholders are further advised that the Circular is available on the Company’s
website: www.rolfesza.net/sens
2. Notice of General Meeting
2.1 Notice is hereby given that the Rolfes General Meeting will be held at Rolfes’ offices at First
Floor, The Oval West, Wanderers Office Park, 52 Corlett Drive, Illovo, 2196 at 10h00 on
Thursday, 9 January 2020 to consider the resolutions as contained in the notice of General
Meeting which forms part of the Circular.
2.2 The salient dates and times relating to the Rolfes General Meeting are set out below:
Action 2019/2020
Last day to trade in Shares in order to be recorded in the Register Monday, 30 December
on the Voting Record Date (Voting Last Day to Trade)
Voting Record Date for Shareholders to be recorded in the Friday, 3 January
Register in order to be eligible to vote at the General Meeting
Forms of Proxy to be received preferably by 10:00 on Tuesday, 7 January
Last date and time for Shareholders to give notice to Rolfes Thursday, 9 January
objecting to the resolutions in terms of section 164 of the
Companies Act by 10:00 on
General Meeting at 10:00 on Thursday, 9 January
Results of General Meeting released on SENS Thursday, 9 January
Results of General Meeting published in the South African press Friday, 10 January
3. Further Salient Dates
3.1 Further to the dates relating to the General Meeting, the below sets out other important
dates up to and including the operative date of the Scheme and the anticipated Delisting:
Action 2020
Last day for Shareholders who voted against the Scheme to Thursday, 16 January
require the Offeror 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 Shareholders at the General Meeting were
exercised against the Scheme
Last day for the Offeror to send notice of adoption of the special Thursday, 23 January
resolution to Dissenting Shareholders, in accordance with section
164(4) of the Companies Act
Last day for a Shareholder who voted against the Scheme to Thursday, 23 January
apply to Court for leave to apply to Court for a review of the
Scheme in terms of section 115(3)(b) of the Companies Act
• The following dates assume that no Shareholders exercise their rights in terms of section
115(3)(b) of the Companies Act as required and will be confirmed in the finalisation
announcement if the Scheme becomes unconditional:
Action 2020
Finalisation announcement expected to be released on SENS Friday, 24 January
Finalisation announcement expected to be published in the South Friday, 24 January
African press
Expected last day to trade in Shares in order to be recorded in Tuesday, 4 February
the Register on the Record Date (Scheme Last Day to Trade)
Expected date of suspension of listing of Shares on the JSE Wednesday, 5 February
Expected Scheme Record Date on which Shareholders must be Friday, 7 February
recorded in the Register to receive the Scheme Consideration
Expected Operative Date of the Scheme Monday, 10 February
Scheme Consideration will be sent by EFT or by cheque to Monday, 10 February
Certificated Shareholders who have lodged their Form of
Surrender (pink) with the Transfer Secretaries on or prior to
12:00 on the Record Date on or about
Dematerialised Scheme Participants expected to have their Monday, 10 February
accounts with their CSDP or Broker credited with the Scheme
Consideration on or about
Expected termination of listing of Shares at commencement of Tuesday, 11 February
trade on the JSE
• The following dates assume that Dissenting Shareholders’ appraisal rights are validly
exercised and will be confirmed in the finalisation announcement if the Scheme becomes
unconditional:
Action 2020
Finalisation announcement expected to be released on SENS Friday, 28 February
Finalisation announcement expected to be published in the South Friday, 28 February
African press
Expected last day to trade in Shares in order to be recorded in Tuesday, 10 March
the Register on the Record Date (Scheme Last Day to Trade)
Expected date of suspension of listing of Shares on the JSE Wednesday, 11 March
Expected Scheme Record Date on which Shareholders must be Friday, 13 March
recorded in the Register to receive the Scheme Consideration
Expected Operative Date of the Scheme Monday, 16 March
Scheme Consideration will be sent by EFT or by cheque to Monday, 16 March
Certificated Shareholders who have lodged their Form of
Surrender with the Transfer Secretaries on or prior to 12:00 on
the Record Date on or about
Dematerialised Scheme Participants expected to have their Monday, 16 March
accounts with their CSDP or Broker credited with the Scheme
Consideration on or about
Expected termination of listing of Shares at commencement of Tuesday, 17 March
trade on the JSE
Notes
1. All dates and times in respect of the Scheme are subject to change. Any change will be
released on SENS and published in the South African press.
2. Shareholders should note that as transactions in Shares are settled in the electronic
settlement system used by Strate, settlement of trades takes place 3 (three) Business
Days after such trade. Therefore persons who acquire Shares after the Voting Last Day
to Trade (i.e. Monday, 30 December 2019) will not be eligible to vote at the General
Meeting, but will, provided the Scheme is approved and they acquire the Shares on or
prior to the Scheme Last Day to Trade (expected to be Tuesday, 4 February 2020),
participate in the Scheme (i.e. sell their Shares to the Offeror, or its nominee in
accordance with the Scheme for the Scheme Consideration).
3. In the event that a Shareholder lodges a Form of Proxy less than 48 hours (excluding
Saturdays, Sundays and official public holidays) before the General Meeting, such
Shareholder may submit a Form of Proxy at any time before the commencement of the
General Meeting (or any adjournment of the General Meeting) or hand it to the
chairman of the General Meeting before the appointed proxy exercises any of the
relevant Shareholder’s rights at the General Meeting (or any adjournment of the
General Meeting).
4. If the General Meeting is adjourned or postponed, Forms of Proxy submitted for the
initial General Meeting will remain valid in respect of any adjournment or
postponement of the General Meeting.
5. All times are local times in South Africa.
6. If the Scheme becomes operative, share certificates may not be dematerialised or
rematerialised after the Scheme Last Day to Trade.
Johannesburg
29 November 2019
Corporate Finance Advisor to Rolfes
Apex Partners Holdings Proprietary Limited
Legal Adviser to the Offeror
Webber Wentzel
Rolfes Transaction Sponsor
Grindrod Bank Limited
Independent Expert to the Independent Board
BDO Corporate Finance Proprietary Limited
Date: 29-11-2019 09:00:00
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