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HOWDEN AFRICA HOLDINGS LIMITED - Distribution Of Circular, Notice Of General Meeting And Salient Dates And Times

Release Date: 13/11/2018 15:32
Code(s): HWN     PDF:  
 
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Distribution Of Circular, Notice Of General Meeting And Salient Dates And Times

  Howden Africa Holdings Limited                             Howden Group South Africa Limited
  (Incorporated in the Republic of South Africa)             (Incorporated in the Republic of South Africa)
  (Registration number 1996/002982/06)                       (Registration number 1952/000321/06)
  JSE code: HWN ISIN: ZAE000010583
  (“HAHL” or “the Company”)                                  (“HGSAL”)

DISTRIBUTION OF CIRCULAR, NOTICE OF GENERAL MEETING AND SALIENT DATES AND TIMES

Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear the same meanings
ascribed thereto in the joint firm intention announcement released on SENS by HAHL and HGSAL on
Wednesday, 24 October 2018 and published in the press on Thursday, 25 October 2018 (“Firm Intention
Announcement”).

1. Introduction

   Shareholders are referred to the Firm Intention Announcement in terms of which Shareholders were advised of the
   firm intention to make an offer to acquire all or a portion of the issued ordinary shares in HAHL, other than the
   shares held by HGSAL and JH&G, by the Company via a scheme of arrangement and by HGSAL via a conditional
   general offer.

   In addition, Shareholders were advised of the proposed delisting of HAHL from the Main Board of the securities
   exchange operated by the JSE on the occurrence of the Scheme becoming operative or the Delisting Resolution
   being approved by the requisite majority of Eligible Shareholders at the General Meeting and the General Offer
   becoming wholly unconditional and being implemented.

2. Posting of the Circular

   Shareholders are hereby advised           that   the   Circular   has   been    posted   to   Shareholders    today,
   Tuesday, 13 November 2018.

   The Circular is also available on the Company’s website www.howden.com/en-gb/about/hahl-investor-relations and
   is available for inspection at the Company’s registered office. Shareholders are advised to refer to the Circular for
   the full terms and conditions of the Scheme, General Offer and Delisting.

3. General Meeting of Shareholders

   The General Meeting of Shareholders will be held at the Company’s registered office, 1a Booysens Road,
   Booysens, Johannesburg, South Africa at 10h00 on Wednesday, 12 December 2018, convened in connection
   with the Scheme, Delisting and General Offer for the purpose of considering and if deemed fit, approving, with or
   without modification, the resolutions contained in the notice of General Meeting, which is incorporated in the
   Circular.
4. Salient Dates and Times

                                                                                                           2018
       Record date to determine which Shareholders are entitled to receive the                Friday, 2 November
       Circular on
       Circular posted to Shareholders and details regarding the General Meeting           Tuesday, 13 November
       published on SENS on
       Notice of posting of the Circular published in the South African press on         Wednesday, 14 November
       Opening date of General Offer at 09h00 on                                         Wednesday, 14 November
       Last day to trade in Shares in order to be recorded in the Company’s securities      Tuesday, 4 December
       register (“Register”) to attend, participate and vote at the General Meeting on
       (refer to note 4 below)
       Record date for Shareholders to be recorded in the Register in order to be             Friday, 7 December
       eligible to attend, participate and vote at the General Meeting on
       Last day and time to lodge forms of proxy with Link Market Services South            Monday, 10 December
       Africa Proprietary Limited (“Transfer Secretaries”) by 10h00 on (refer to note
       6 below)
       Last date and time for Shareholders to give notice to HAHL objecting to the       Wednesday, 12 December
       Scheme Resolution, in terms of section 164(3) of the Companies Act by 10h00
       on
       Forms of proxy not lodged with Transfer Secretaries to be handed to the           Wednesday, 12 December
       Chairperson of the General Meeting before 10h00 on
       General Meeting to be held at 10h00 on                                            Wednesday, 12 December
       Results of General Meeting published on SENS on or about                          Wednesday, 12 December
       Results of General Meeting published in the South African press on or about         Thursday, 13 December

       If the Scheme is approved:
       Last day for Shareholders who voted against the Scheme to require HAHL to           Thursday, 20 December
       seek Court approval for the Scheme in terms of section 115(3)(a) of the
       Companies Act if the Scheme is approved by Shareholders at the General
       Meeting but the Scheme Resolution was opposed by at least 15% of the voting
       rights that were exercised on the Scheme Resolution at the General Meeting
       (where applicable) on
       Last day for Shareholders who voted against the Scheme to be granted leave           Monday, 31 December
       by a Court to apply for a review of the Scheme in terms of section 115(3)(b) of
       the Companies Act if the Scheme Resolution is approved by Shareholders at
       the General Meeting (where applicable) on
       Last day for HAHL to give notice of adoption of the Scheme Resolution                Monday, 31 December
       approving the Scheme in terms of section 164(4) of the Companies Act to
       Shareholders who provided written notice of objection of and subsequently
voted against the Scheme Resolution in accordance with section 164 of the
Companies Act on


If the Scheme becomes unconditional:                                                                2019
Expected finalisation announcement with regard to the Scheme published on            Thursday, 3 January
SENS (assuming no Shareholder exercises their right in terms of Section
115(3)(a) or Section 115(3)(b) of the Companies Act) on or about
Expected finalisation announcement published in the South African press on              Friday, 4 January
or about
Expected last day to trade in Shares in order to participate in the Scheme on       Tuesday, 15 January
or about
Expected suspension of the listing of the Shares at the commencement of           Wednesday, 16 January
trade on the JSE on or about
Expected Scheme record date, being the date on which Scheme Participants              Friday, 18 January
must be recorded in the Register to participate in the Scheme (“Scheme
Record Date”), by close of trade on or about
Expected date on which the Scheme becomes operative on or about                      Monday, 21 January
Scheme Consideration expected to be sent by electronic funds transfer (“EFT”)        Monday, 21 January
or by cheque to Scheme Participants who do not hold their Shares in electronic
form as contemplated in section 49(5) of the Companies Act and under the
Strate system (“Certificated Shareholders”) and who have lodged their form
of surrender and transfer with the Transfer Secretaries on or prior to 12h00 on
the Scheme Record Date, on or about
Scheme Participants who are not Certificated Shareholders expected to have           Monday, 21 January
their accounts with their broker or Central Securities Depository Participant
(“CSDP”) credited with the Scheme Consideration on or about
Expected date for the termination of the listing of the Shares in terms of the      Tuesday, 22 January
Scheme at commencement of trade on the JSE on or about


If the Scheme does not become unconditional and the General Offer is implemented:

Expected finalisation announcement published on SENS on or about                   Wednesday, 2 January

Expected date of lodging an application for the termination of listing of the      Wednesday, 2 January
Shares on the JSE on or about

Expected finalisation announcement published in the South African press on           Thursday, 3 January
or about

First date on which the General Offer Consideration is expected to be sent by       Thursday, 10 January
EFT or by cheque to participants of the General Offer (“General Offer
Participants”) who are Certificated Shareholders who have lodged their form
of acceptance and transfer with the Transfer Secretaries on or prior to the
General Offer being declared wholly unconditional on or about
   First date on which General Offer Participants who are not Certificated                  Thursday, 10 January
   Shareholders are expected to have their accounts with their broker or CSDP
   credited with the General Offer Consideration on or about

   Expected last day to trade to take up the General Offer on or about                       Tuesday, 15 January

   Expected date on which the Shares trade “ex” the right to participate in the          Wednesday, 16 January
   General Offer on or about

   Expected date of the suspension of the listing of the Shares on the JSE at            Wednesday, 16 January
   the commencement of trade on or about

   Expected General Offer record date on or about                                              Friday, 18 January

   Expected date on which General Offer closes at 12h00 on or about                            Friday, 18 January

   Last date on which the General Offer Consideration is expected to be sent by              Monday, 21 January
   EFT or by cheque to General Offer Participants who are Certificated
   Shareholders who have lodged their form of acceptance and transfer with the
   Transfer Secretaries on or prior to the last day to trade to take up the
   General Offer on or about

   Last date on which General Offer Participants who are not Certificated                    Monday, 21 January
   Shareholders are expected to have their accounts with their broker or CSDP
   credited with the General Offer Consideration on or about

   Expected termination of the listing of the Shares at commencement of trade                Tuesday, 22 January
   on the JSE on or about

Notes:

1. The above dates and times may be amended by HAHL (and HGSAL in respect of the General Offer) (subject
   to the approval of the JSE, TRP and/or the Funder, if required). The dates have been determined based on
   certain assumptions regarding the date by which certain Shareholder and regulatory approvals will be obtained
   and that no Court approval or review of the Scheme Resolution will be required. Any change in the dates and
   times will be published on SENS.
2. All dates and times quoted in this document are South African dates and times.
3. Shareholders should note that in order to comply with the Listings Requirements the General Meeting has
   been scheduled prior to the commencement of the Company’s closed period on 1 January 2019.
4. Shareholders should note that as transactions in the Shares are settled in the electronic settlement system
   used by Strate, settlement of trades takes place three business days after such trade. Therefore, Shareholders
   who acquire the Shares after close of trade on Tuesday, 4 December 2018, will not be eligible to attend,
   participate and vote at the General Meeting.
5. For purposes of being eligible to attend, participate and vote at the General Meeting, no dematerialisation or
   rematerialisation of the Shares may take place between Wednesday, 5 December 2018 and
   Friday, 7 December 2018 both days inclusive.
6. A form of proxy not lodged with the Transfer Secretaries may be handed to the chairperson of the General
   Meeting before the proxy exercises the voting rights of the Shareholder at the General Meeting.
7. If the General Meeting is adjourned or postponed, a form of proxy submitted for the initial General Meeting will
   remain valid in respect of any adjournment or postponement of the General Meeting.
8. If the General Meeting is adjourned or postponed, forms of proxy that have not yet been submitted should be
   lodged with the Transfer Secretaries by no later than 48 hours before the adjourned or postponed General
   Meeting but may nonetheless be handed to the chairperson of the adjourned or postponed General Meeting
   before the proxy exercises the voting rights of the Shareholder at the adjourned or postponed General Meeting.
9. If the Scheme Resolution is approved by an insufficient number of Shareholders at the General Meeting so
   that a Shareholder may require HAHL to obtain Court approval regarding the Scheme Resolution as
   contemplated in section 115(3)(a) of the Companies Act, and if a Shareholder in fact delivers such a request,
        the dates and times set out above will need to be amended. Shareholders will be notified separately of the
        applicable dates and times under this process.
    10. If any Shareholder who votes against the Scheme Resolution exercises its rights in terms of section 115(3)(b)
        of the Companies Act and applies to Court for a review of the Scheme, the dates and times set out above will
        need to be amended. Shareholders will be notified separately of the applicable dates and times under this
        process.
    11. For the purpose of being eligible to participate in the Scheme, no dematerialisation or rematerialisation of the
        Shares may take place after Tuesday, 15 January 2019.
    12. The date of payment of the Scheme Consideration is expected to be Monday, 21 January 2019.
    13. The date of payment of the General Offer Consideration will take place within six business days of the later of
        the General Offer being declared wholly unconditional and acceptance of the General Offer by the General
        Offer Participant.
    14. Shareholders should note that the Court is open during the December holiday period to accept applications
        and notices in terms of sections 115 and 164 of the Companies Act.

5. Irrevocable Undertakings

   Post publication of the Firm Intention Announcement, HAHL and HGSAL have received the following irrevocable
   undertakings from the following Eligible Shareholders to vote in favour of the Scheme Resolution and Delisting
   Resolution and to accept the General Offer, which Eligible Shareholders hold 16.10% of the Scheme Shares or
   General Offer Shares as the case may be:

                                                           Number of Scheme                              Percentage
                                                              Shares / General                            holding of
                                                          Offer Shares subject         Percentage    Scheme Shares /
                                                             to the irrevocable         holding in      General Offer
     Irrevocable Party                                            undertakings             HAHL1            Shares2
     Truffle Asset Management (Pty) Limited                            3 401 386            5.17%            11.60%
     Visio Capital Management (Pty) Limited                            1 139 053            1.73%             3.88%
     Nedgroup Investments Private Wealth Small and
     Mid Cap Equity Fund                                                180 000              0.27%              0.61%
     Total                                                            4 720 439              7.18%             16.10%

    Notes:
    1. Based on 65 729 109 Shares in issue as at the Last Practicable Date.
    2. Based on 29 320 366 Scheme Shares / General Offer Shares.

6. The Independent Board and Board Responsibility Statement

   The Board and the Independent Board:
       .   accept responsibility for the information contained in this announcement;
       .   confirm that to the best of each member’s respective knowledge and belief, the information contained in
           this announcement relating to HAHL is true; and
       .   confirm that this announcement relating to HAHL does not omit anything likely to affect the importance of
           the information relating to the Scheme and General Offer.


7. HGSAL Responsibility Statement

   HGSAL:
      .   accepts responsibility for the information contained in this announcement;
      .   confirms that to the best of its knowledge and belief, the information contained in this announcement
          relating to HGSAL is true; and
      .    confirms that this announcement relating to HGSAL does not omit anything likely to affect the importance
           of the information relating to the General Offer.



Johannesburg

13 November 2018



Corporate Advisor: Deloitte Capital Proprietary Limited

Transaction Sponsor: Deloitte & Touche Sponsor Services Proprietary Limited

Legal Advisor: Webber Wentzel

Date: 13/11/2018 03:32:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.

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