To view the PDF file, sign up for a MySharenet subscription.

ROLFES HOLDINGS LIMITED - Posting of combined Scheme Circular and Notice of General Meeting

Release Date: 29/11/2019 09:00
Code(s): RLF     PDF:  
Wrap Text
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
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.

Share This Story