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EFFICIENT GROUP LIMITED - Fulfilment of Outstanding Scheme Condition and Finalisation Announcement

Release Date: 02/06/2020 09:00
Code(s): EFG     PDF:  
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Fulfilment of Outstanding Scheme Condition and Finalisation Announcement

EFFICIENT GROUP LIMITED
Incorporated in the Republic of South Africa
(Registration number 2006/036947/06)
Share code: EFG       ISIN: ZAE000151841
(“Efficient” or “the Company”)

FULFILMENT OF OUTSTANDING SCHEME CONDITION AND FINALISATION ANNOUNCEMENT


1. INTRODUCTION

   Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear
   the same meanings ascribed thereto in the circular, dated Thursday, 2 April 2020 (“Circular”).

  Shareholders are referred to:
  1.1     the joint announcement by Efficient and Apis dated 12 March 2020 (“Firm Intention
          Announcement”) regarding the terms on which Apis has made an offer to acquire all of the
          Scheme Shares, which excludes the 110 333 872 Excluded Shares held by the Remain
          Shareholders, being a total of 6 609 259 Scheme Shares, by way of a scheme of arrangement
          in terms of section 114 of the Companies Act;
  1.2     the announcement by Efficient regarding the distribution of the Circular and the notice
          convening the Scheme Meeting, dated 2 April 2020;
  1.3     the announcement by Efficient dated 30 April 2020 regarding the impact of COVID-19
          restrictions on the Scheme Meeting to be held on 7 May 2020;
  1.4     the announcement by Efficient dated 7 May regarding the results of the Scheme Meeting; and
  1.5     the Circular.

  The Board is pleased to announce that, following receipt from the Panel on 21 May 2020 of a
  compliance certificate in terms of section 121(b)(i) of the Companies Act in respect of the Scheme, the
  last remaining Scheme Condition to the implementation of the Scheme has now been fulfilled.

2. SALIENT DATES AND TIMES

   Shareholders are reminded of the following salient dates and times relating to the Scheme as set out
   in the Circular:

                                                                                                  2020

    Scheme LDT, being the last day to trade Shares on the JSE in order to be
    recorded in the Register to receive the Scheme Consideration, on                   Tuesday, 9 June

    Suspension of listing of Shares on the JSE expected to take place at the
    commencement of trade on                                                        Wednesday, 10 June

    Scheme Consideration Record Date, being the date on which Scheme
    Participants must be recorded in the Register to receive the Scheme
    Consideration, by close of trade on                                                Friday, 12 June

    Date on which the Scheme is implemented                                            Monday, 15 June

    Scheme Consideration expected to be paid/posted to Scheme Participants
    who are Certificated Shareholders (provided their Forms of Surrender and
    Transfer (blue) and Documents of Title are received on or prior to 12:00 on
    the Scheme Consideration Record Date) on or about                                  Monday, 15 June

    Scheme Participants who are Dematerialised Shareholders expected to
    have their accounts (held at their CSDP or broker) credited with the Scheme
    Consideration, on or about                                                         Monday, 15 June

    Termination of listing of Shares on the JSE to take place at the
    commencement of trade on or about                                               Wednesday, 17 June

    Notes:

     1. All aforementioned times are local times in South Africa.
     2. Shares may not be dematerialised or rematerialised after the Scheme LDT, which date will be Tuesday,
        9 June 2020.

The board of directors of the Company, individually and collectively accepts full responsibility for the
accuracy of the information contained in this announcement. In addition, the board of directors of the
Company certifies that to the best of its knowledge and belief, the information contained in this
announcement solely pertaining to the Company is true and, where appropriate, does not omit anything
that is likely to affect the importance of the information contained herein, and that all reasonable enquiries
to ascertain such information have been made.


Pretoria
2 June 2020

Sponsor to Efficient and Adviser to the Independent Board
Merchantec Capital

Corporate Adviser to Efficient
Bravura Capital

Legal Advisor to Efficient
Adams & Adams

Legal Adviser to Apis
Cliffe Dekker Hofmeyr Inc.

Date: 02-06-2020 09:00:00
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