Try our mobile app

Scheme Finalisation Date Announcement

Published: 2024-03-27 11:59:24 ET
<<<  go to JSE:AEE company page
AFRICAN EQUITY EMPOWERMENT INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1996/006093/06)
Share Code: AEE
ISIN ZAE000195731
(“AEEI” or “the Company”)



SCHEME FINALISATION DATE ANNOUNCEMENT



1. INTRODUCTION

   1.1   AEEI Shareholders are referred to:
         1.1.1   the various announcements released on SENS relating to the offer by AEEI to all Eligible Shareholders
                  to acquire AEEI Shares (other than those Shares held by the Concert Parties) by way of a scheme of
                  arrangement between AEEI and Eligible Shareholders (“Scheme”) in terms of section 114(1)(e) of the
                  Companies Act, read with section 115 thereof, in terms of which such Shareholders were entitled to
                  elect that all or some of the Shares held by them be repurchased for a cash consideration of R1.15 per
                  Share, or that they elect to retain all or some of the Shares held by them and, failing such election,
                  would be deemed to have elected that all of their Shares are repurchased for a cash consideration of
                  R1.15 per Share and the subsequent Delisting of the Company, the last of which is referred to in
                  paragraph 1.1.3 below;
         1.1.2   the circular to Shareholders containing details of the Scheme and the Delisting (“Circular”) which was
                 distributed to AEEI Shareholders on 31 January 2024; and
         1.1.3   the announcement released on SENS on Thursday, 29 February 2024 setting out the results of the
                 General Meeting, being that, among other things, all of the Resolutions as set out in the Notice of
                 General Meeting were passed by the requisite majority of Shareholders save for Special Resolution
                 Number 2, ‘Revocation of Special Resolution Number 1’.
   1.2 Unless expressly defined in this announcement, capitalised terms herein have the meaning ascribed to them in
       the Circular.

2. FULFILMENT OF SCHEME CONDITIONS

  2.1    Shareholders are hereby advised that all Scheme Conditions, as set out in paragraph 5.3 of the Circular, have
         been fulfilled.
  2.2 The compliance certificate in terms of sections 119(4)(b) and 121(b) of the Companies Act was received from
      the TRP on 25 March 2024.

3. SALIENT DATES AND TIMES

   3.1 The salient dates and times relating to the Scheme and the Delisting as set out in the Circular have been
       amended. The amended dates are set out below:

                                                                                                                  2024
          Date on which the Scheme the TRP compliance certificate was received                     Monday, 25 March
          Scheme Finalisation Date Announcement released on SENS by 11:00 on                     Wednesday, 27 March
          Scheme Finalisation Date Announcement published in the South African press on             Thursday,
                                                                                                  Thursday, 2813 July 2023
                                                                                                               March
          Scheme Last Day to Trade                                                                    Tuesday, 9 April
          Trading in AEEI Shares on the JSE suspended from commencement of trade to
          be on                                                                                   Wednesday, 10
                                                                                                             26 April
                                                                                                                July 2023
          Scheme Consideration Record Date, being the date on which Scheme
          Participants must be recorded in the Register in order to be eligible to receive the
          Scheme Consideration, by close of business on                                                 Friday, 12 April
          Elections to be received by 12:00 on                                                          Friday, 12 April
          Operative Date                                                                               Monday, 15 April
          Scheme Consideration to be settled by electronic funds transfer to Scheme
          Participants who hold Certified Exit Election Shares who have lodged their Form
          of Surrender and Transfer (white) with the Transfer Secretaries on or prior to
          12:00 on the Scheme Consideration Record Date                                                Monday, 15 April
          Scheme Participants who hold Dematerialised Exit Election Shares will have their
          accounts with their CSDP or Broker credited with the Scheme Consideration on                 Monday, 15 April
          Termination of listing of AEEI Shares on the JSE at commencement of trade on                 Tuesday, 16 April



4. RESPONSIBILITY STATEMENT

   The Independent Board and the Board, individually and collectively, accept responsibility for the information contained
   in this announcement, which relates to AEEI, the Scheme and the Delisting, and certify that to the best of their
   knowledge and belief, such information contained in this announcement is true and nothing has been omitted which is
   likely to affect the importance of such information.


Cape Town
27 March 2024


Legal Advisors




Smith Tabata Buchanan Boyes Inc.


Sponsor and Corporate Advisor



Vunani Capital Sponsors


Joint Sponsor




Merchantec Capital




                                                                                                                        2