ROLFES HOLDINGS LIMITED - Rolfes Scheme Finalisation Announcement

Rolfes Scheme Finalisation Announcement

Rolfes Holdings Limited           
(Incorporated in the Republic of South Africa)                    
(Registration number2000/002715/06)                         
Share Code:   RLF            
ISIN:   ZAE000159836              
(“Rolfes” or “the Company”)
                                             
Packaging Solutions Africa
(Incorporated in the Republic of Mauritius)
(Registration number 134938C2/GBL)
(A wholly owned special purpose vehicle of Phatisa Food Fund 2LLC, which is 
managed by Phatisa)
(“Offeror”)

ROLFES SCHEME FINALISATION ANNOUNCEMENT

1.   Introduction
Shareholders are referred to the circular issued and posted by Rolfes
to Shareholders on 29 November 2019 ("Circular") regarding the Scheme
of Arrangement in terms of section 114 of the Companies Act 71 of
2008, proposed by the Rolfes Board between Rolfes and the
Shareholders ("Scheme").

Unless otherwise indicated, capitalised words and terms contained in
this announcement shall bear the meanings ascribed to them in the
Circular.

2.Fulfilment of Scheme Conditions
The Rolfes Board is pleased to advise that all of the Scheme
Conditions have been fulfilled or waived. Accordingly, the Scheme has
become unconditional with effect from Monday, 27 January 2020.

3.   Salient dates and times
The remaining salient and dates and times relating to the
implementation of the Scheme, which are unchanged from those
indicatively indicated in the Circular, are set out below:

         IMPORTANT DATES AND TIMES                       2020

Last day to trade in Shares in order to be
recorded in the Register on the Record Date
(“Scheme Last Day to Trade”)                   Tuesday, 4 February

Suspension of listing of Shares on the JSE
to take place at the commencement of trade
on                                            Wednesday, 5 February
Scheme Record Date, being the date on which
Shareholders must be recorded in the
Register    to    receive     the    Scheme
Consideration, close of trade on               Friday, 7 February

Last date for Certificated Shareholders to
lodge Form of Election with regards to the
Repurchase Election with the Transfer
Secretaries prior to 12:00 on                  Friday, 7 February

Operative Date of the Scheme, on               Monday, 10 February

Scheme Consideration will be sent by EFT
or by cheque to 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                                          Monday, 10 February

Dematerialised Scheme Participants to have
their accounts with their CSDP or Broker
credited with the Scheme Consideration on
or about                                       Monday, 10 February

Termination of listing of Shares at
commencement of trade on the JSE              Tuesday, 11 February


Notes:
  1. All times given in this announcement are local times in South
     Africa
  2. Rolfes Shares may not be dematerialised or rematerialised after
     the Scheme Last Day to Trade.

4.   Dividends Withholding Tax in respect of Repurchase Election

Where a Scheme Participant is not exempt from Dividends Withholding
Tax (“DWT”) and elects the Repurchase Election, DWT will be withheld
from the gross amount of R3.00. Unless a Scheme Participant is subject
to DWT at a lesser rate, the applicable DWT withholding rate is 20%
and, accordingly, the net amount payable will therefore be R2.40. In
order to prevent (or reduce) such withholding, Scheme Participants
electing the Repurchase Election who are exempt from DWT (or subject
to DWT at a lesser rate) must provide their regulated intermediary
with the requisite SARS declaration and undertaking as soon as
possible but in any event before 12h00 on the Scheme Record Date (or
such earlier date as may be required in terms of their mandate with
their CSDP or Broker).

Johannesburg
27 January 2020
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: 27-01-2020 02:40:00
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