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Distribution of Supplementary Circular and Notice of Rescheduled General Meeting
ELB GROUP LIMITED
Incorporated in the Republic of South Africa
(Registration number 1930/002553/06)
ISIN: ZAE000035101
JSE Code: ELR
(“ELB” or “the Company”)
DISTRIBUTION OF SUPPLEMENTARY CIRCULAR AND NOTICE OF RESCHEDULED GENERAL
MEETING
1. Distribution of Supplementary Circular
1.1 ELB Shareholders are referred to the announcement released on SENS on 19 October 2020 and
the Circular distributed on 14 August 2020. Using the terms defined therein and in the
supplementary circular containing the details of the material changes to the Circular, the Second
Expert’s Report and incorporating a notice of Rescheduled General Meeting, Form of Proxy and
Form of Surrender and Transfer for the Scheme (“Supplementary Circular”), ELB Shareholders
are advised that the Supplementary Circular has been distributed to ELB Shareholders today,
27 November 2020.
1.2 ELB Shareholders are further advised that the Supplementary Circular is available on the
Company’s website: https://www.elb.co.za/investor-relations-2/
2. Notice of Rescheduled General Meeting
2.1 Notice is hereby given that a meeting of Shareholders, as at the Scheme Voting Record Date of
Friday, 18 December 2020 will be held at 10:00 on Thursday, 31 December 2020. The meeting
will be held entirely via electronic facility/communication in terms of section 63(2)(a) of the
Companies Act, to consider and, if deemed fit, to pass, with or without modification, the
Resolution which forms part of the Supplementary Circular.
2.2 The salient dates and times relating to the Rescheduled General Meeting are set out below:
Action 2020
Record date for Shareholders to be in the Register in order to be eligible to Friday, 20
receive notice of the Rescheduled General Meeting November
Last day to trade in Shares in order to be recorded in the Register to attend, Monday, 14
participate in and vote at the Rescheduled General Meeting on (refer to note 2 December
below)
Record date for Shareholders to be recorded in the Register in order to be eligible Friday, 18
to attend, participate in and vote at the Rescheduled General Meeting, being the December
‘Scheme Voting Record Date’, by close of trade on
Forms of Proxy to be received by the Transfer Secretaries preferably by 10:00 Tuesday,
on (refer to note 3 below) 29 December
Last date and time for Shareholders to give notice to ELB objecting to the Thursday, 31
Scheme in terms of section 164(3) of the Companies Act, by 10:00 on December
Forms of Proxy not lodged with the Transfer Secretaries to be submitted at any Thursday, 31
time before the proxy exercises any rights of the Shareholder at the Rescheduled December
General Meeting on
Rescheduled General Meeting to be held at 10:00 on Thursday, 31
December
Results of the Rescheduled General Meeting released on SENS on or about Thursday, 31
December
Results of the Rescheduled General Meeting published in the South African Monday, 4
press on or about January
3. Further Salient Dates
3.1 Further to the salient dates and times relating to the Rescheduled General Meeting as set out
above and assuming the Scheme is approved by Shareholders at the Rescheduled General
Meeting, the below sets out other important dates and times up to and including the anticipated
Operative Date of the Scheme and Delisting:
Action 2021
Last day for Shareholders who voted against the Scheme to require Friday, 8 January
the Company 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 Rescheduled General Meeting were
exercised against the Scheme
Last day for the Company to send notice of adoption of the Scheme Friday, 15 January
Resolution to Dissenting Shareholders, in accordance with
section 164(4) of the Companies Act on
Last day for a Shareholder who voted against the Scheme to apply Friday, 15 January
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 on
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 2021
If the Scheme is approved by Shareholders at the Rescheduled
General Meeting:
Finalisation announcement expected to be released on SENS on Tuesday, 19 January
Finalisation announcement expected to be published in the South Wednesday, 20 January
African press on
Application for the suspension of the listing of the Shares on or Thursday, 21 January
about
Expected last day to trade, being the last day to trade Shares on the Tuesday, 26 January
JSE in order to be eligible to participate in the Scheme (“Scheme
Last Day to Trade”)
Suspension of listing of Shares on or about Wednesday, 27 January
Expected “Scheme Consideration Record Date”, being the date Friday, 29 January
on which Scheme Participants must be recorded in the Register in
order to be eligible to receive the Scheme Consideration, by close
of trade on
Scheme “Operative Date” on or about Monday, 1 February
Scheme Consideration expected to be sent by EFT or by cheque to Monday, 1 February
Scheme Participants who are Certificated Shareholders and who
have lodged their Form of Surrender and Transfer with the Transfer
Secretaries on or prior to 12:00 on the Scheme Consideration
Record Date, on or about
Dematerialised Scheme Participants expected to have their accounts Monday, 1 February
(held at their CSDP or Broker) credited with the Scheme
Consideration on or about
Termination of listing of Shares at the commencement of trade on Tuesday, 2 February
or about
Notes:
1. All dates and times are subject to change with the approval of the JSE and/or the TRP to the extent
required. 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 three Business Days after such trade.
Therefore, persons who acquire Shares after close of trade on Monday, 14 December 2020, will
not be eligible to attend, participate in and vote at the Rescheduled General Meeting, as the
Scheme Voting Record Date is Friday, 18 December 2020. Provided the Scheme is approved and
Shareholders acquire the Shares on or prior to the Scheme Last Day to Trade (expected to be
Tuesday, 26 January 2021), Shareholders will be eligible to participate in the Scheme, as the
Scheme Consideration Record Date is Friday, 29 January 2021.
3. In the event that a Shareholder lodges a Form of Proxy with the Transfer Secretaries less than
48 hours (excluding Saturdays, Sundays and official public holidays) before the Rescheduled
General Meeting, such Shareholder may submit a Form of Proxy at any time before the
commencement of the Rescheduled General Meeting (or any adjournment of the Rescheduled
General Meeting, or postponed or rescheduled Rescheduled General Meeting).
4. If the Rescheduled General Meeting is adjourned, postponed or rescheduled, Forms of Proxy
submitted for the General Meeting and/or the Rescheduled General Meeting will remain valid in
respect of any adjourned, postponed or rescheduled Rescheduled General Meeting.
5. All times given in this announcement are local times in South Africa.
6. If the Scheme becomes operative, Certificated Shares may not be Dematerialised or
rematerialised after the Scheme Last Day to Trade.
Johannesburg
27 November 2020
Legal Advisor
Webber Wentzel
Transaction Sponsor
Questco Proprietary Limited
Second Independent Expert
PriceWaterhouseCoopers Corporate Finance Proprietary Limited
Date: 27-11-2020 03:30:00
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