Bell Equipment Limited (JSE:BEL) News - Failure of Certain Conditions Precedent to Scheme of Arrangement

BELL EQUIPMENT LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1968/013656/06)
Share code: BEL
ISIN: ZAE000028304
(“Bell Equipment”)

IA BELL AND COMPANY PROPRIETARY LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1964/005775/07)
(“IA Bell”)


FAILURE OF CERTAIN CONDITIONS PRECEDENT TO SCHEME OF ARRANGEMENT


1. INTRODUCTION

    1.1. Bell Equipment Shareholders are referred to the firm intention announcement released on SENS
         on Friday, 22 October 2021 (and herein using the terms defined therein, unless otherwise stated),
         wherein it was advised that Bell Equipment and IA Bell had entered into an Implementation
         Agreement, in terms of which IA Bell gave notice to Bell Equipment of its firm intention to make an
         offer to acquire all of the Issued Share Capital it and parties who are related to or acquaintances
         of the founders of Bell Equipment do not already own, from the Eligible Shareholders (“FIA”).

    1.2. Shareholders are further referred to the Scheme Conditions set out in paragraph 8.1 of the FIA,
         specifically stating that the Scheme will only be implemented if, inter alia:

         1.2.1.    the Independent Expert has issued its Fair and Reasonable Opinion confirming that the
                   terms of the Scheme and the Scheme Consideration are fair and reasonable; and
         1.2.2.    having regard to the Fair and Reasonable Opinion, the Independent Board is of the
                   opinion that the Scheme Consideration is fair and reasonable and has resolved to
                   recommend to Eligible Shareholders that they vote in favour of the Scheme Resolution.

2.  FAILURE OF CERTAIN CONDITIONS PRECEDENT TO THE SCHEME

    2.1. Bell Equipment Shareholders are advised that the Fair and Reasonable Opinion issued by the
         Independent Expert appointed by the Independent Board, to provide, as contemplated in the
         Takeover Regulations, the Independent Board with appropriate external advice, did not confirm
         that the Scheme Consideration is fair and reasonable as required by the Scheme Condition stated
         in paragraph 1.2.1 above.

    2.2. Additionally:

         2.2.1.   pursuant to the above, IA Bell has resolved not to increase the Scheme Consideration
                  and has thus confirmed to the Independent Board that no increased Scheme
                  Consideration will be forthcoming by 2 December 2021, being the last date for the
                  fulfilment of this Scheme Condition; and

         2.2.2.   given that the Scheme Consideration will not be increased, the Fair and Reasonable
                  Opinion will not be revised by the Independent Expert.

    2.3. Accordingly, the Scheme Condition stated in paragraph 1.2.1 above is not capable of being
         fulfilled, nor will the Independent Board waive it, by 2 December 2021 and has therefore failed.

    2.4. After taking cognisance of the Fair and Reasonable Opinion issued by the Independent Expert, as
         the Independent Board is required to do under the Takeover Regulations, the Independent Board
         formed its own opinion on the Scheme Consideration and has resolved that the Scheme
         Consideration is not fair and not reasonable and has further resolved not to recommend the
         Scheme to Eligible Shareholders. Therefore, the Scheme Condition referred to in paragraph 1.2.2
         above has also failed.

    2.5. Accordingly, Bell Equipment Shareholders are advised that the Scheme will not be proposed by
         the Bell Equipment Board to Eligible Shareholders.

3.  IA BELL BOARD RESPONSIBILITY STATEMENT

    The IA Bell Board accepts responsibility for the information contained in this announcement which
    relates to the Offeror and confirms that, to the best of its knowledge and belief, such information which
    relates to the Offeror is true and this announcement does not omit anything likely to affect the
    importance of such information.

4.  INDEPENDENT BOARD RESPONSIBILITY STATEMENT

    The Independent Board accepts responsibility for the information contained in this announcement
    which relates to Bell Equipment and confirms that, to the best of its knowledge and belief, such
    information which relates to Bell Equipment is true and this announcement does not omit anything likely
    to affect the importance of such information.


Johannesburg
23 November 2021



Corporate Advisor and Transaction Sponsor to Bell Equipment     Legal Advisor to Bell Equipment
Merchantec Capital                                              Webber Wentzel


Corporate Advisor to IA Bell                                    Legal Advisor to IA Bell
Bravura Capital                                                 ENSafrica


Independent Expert
BDO Corporate Finance

Date: 23-11-2021 12:15:00
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