| Wed 4 Nov 2009, 17:36 | | REM - Remgro/VenFin - Fulfilment Of The Conditions Precedent To The Acquisition |
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REM
REM
REM - Remgro/VenFin - Fulfilment Of The Conditions Precedent To The Acquisition
By Remgro Of The Entire Issued Share Capital Of Venfin (The "Transaction") And
Appointment Of Additional Directors To The Remgro Board
Remgro Limited
(Incorporated in the Republic of South Africa)
(Registration number 1968/006415/06)
(ISIN: ZAE000026480)
(Share code: REM)
("Remgro")
VenFin Limited
(Incorporated in the Republic of South Africa)
(Registration number 2004/034954/06)
(ISIN: ZAU000005308)
("VenFin")
FULFILMENT OF THE CONDITIONS PRECEDENT TO THE ACQUISITION BY REMGRO OF THE
ENTIRE ISSUED SHARE CAPITAL OF VENFIN (THE "TRANSACTION") AND APPOINTMENT OF
ADDITIONAL DIRECTORS TO THE REMGRO BOARD
1. Fulfilment of Conditions Precedent
Further to the joint announcement released by Remgro and VenFin on SENS on
1 October 2009, shareholders are advised that the Competition Tribunal
("Tribunal") approved the Transaction on 4 November 2009 subject to the
condition that Remgro shall adhere to an undertaking previously given by it
to the Competition Commission. The undertaking is to the effect that Remgro
and its subsidiaries will not share nor facilitate the sharing of any
confidential competition-sensitive information between Tracker Investments
(Pty) Limited and its subsidiaries ("Tracker"), on the one hand, and Mix
Telematics Limited, on the other hand. Remgro has accepted the
aforementioned condition that has been imposed by the Tribunal. Following
the approval by the Tribunal, and Remgro`s acceptance of the aforementioned
condition, all conditions precedent to the Transaction have now been
fulfilled and the scheme has become unconditional. This announcement
therefore represents the finalisation announcement.
2. Salient Dates
2009
Announcement of fulfilment of conditions precedent Wednesday, 4 November
released on SENS and on Remgro and VenFin`s websites
on
Announcement of fulfilment of conditions precedent Thursday, 5 November
published in the South African press on
Last day to trade in VenFin ordinary shares on the Friday, 13 November
OTC market in order to be recorded on the register
on the scheme consideration record date, by the
close of trade on
Last day to transfer immobilised VenFin ordinary Friday, 13 November
shares in order to be recorded on the register on
the scheme consideration record date at 17:00 on
Termination of trading of VenFin ordinary shares on Monday, 16 November
the OTC market at the commencement of trade on
Termination of transfers of immobilised VenFin Monday, 16 November
ordinary shares by 8:00 on
VenFin ordinary shareholders commence trading their Monday, 16 November
entitlement to Remgro shares on
Listing of Remgro shares comprising scheme Monday, 16 November
consideration on
Record date on which VenFin ordinary shareholders Friday, 20 November
must be recorded in the register to receive the
scheme consideration by 17:00 on
Operative date of the scheme on Monday, 23 November
VenFin ordinary shareholders holding shares through Monday, 23 November
a recognised broker will have their accounts with
their recognised brokers updated to reflect the
scheme consideration (1 Remgro share for every 6.25
VenFin shares) on or about
Immobilised shareholders who have validly and Monday, 23 November
timeously nominated a CSDP account will have their
CSDP accounts credited with the scheme consideration
on or about
Share certificates in respect of scheme Monday, 23 November
consideration shares posted to immobilised VenFin
ordinary shareholders who have not validly or
timeously nominated a CSDP account on or about
Note: All times shown above are South African local times.
3. Appointment of additional directors to the Remgro Board
In terms of the articles of association of Remgro the directors of Remgro
have appointed five additional directors to the Board of Remgro with effect
from 4 November 2009:
Four of the new directors will serve as independent, non-executive
directors. They are:
- Mr Peter Mageza, who was until recently the Chief Operations Officer
of the ABSA Group. He is a Chartered Certified Accountant and a Fellow
of The Association of Chartered Certified Accountants (ACCA) UK, as
well as a director of a number of companies including Rainbow Chicken
Limited. He has gained extensive experience through holding various
executive positions in the audit, financial services and the transport
and logistics sectors.
- Mr Jabu Moleketi, who is a former Deputy Minister of Finance of the
Republic of South Africa and Gauteng Province MEC of Finance and
Economic Affairs. He holds postgraduate economics and management
qualifications from the University of London and Harvard Business
School and has gained extensive international exposure, extensive
strategic leadership skills and in-depth corporate governance
experience in both the public and private sectors.
- Dr Mamphela Ramphele, who is a former Managing Director of the The
World Bank and former Vice-Chancellor of the University of Cape Town.
Dr Ramphele is a medical doctor with inter alia a PhD in Social
Anthropology and a commerce degree. She has received numerous
prestigious national and international awards including 20 honorary
doctorates acknowledging her scholarship, her service to the community
and her leading role in raising development issues and spearheading
projects for disadvantaged persons throughout South Africa.
- Mr Gerrit Thomas ("GT") Ferreira, who is currently the Chairman of RMB
Holdings Limited and a director of VenFin. He has been involved in the
financial services sector since graduating with commerce degrees from
the University of Stellenbosch. Previous Chairmanships include AIG
(SA) (Pty) Limited, FirstRand Limited, FirstRand Bank Limited, Rand
Merchant Bank Limited and the Merchant Bankers Association of SA.
Previous Directorships include Anglo American Corporation Limited,
FirstRand Limited, First National Bank Limited, GlenRand Limited, the
Industrial Development Corporation, Momentum Life Limited, Malbak
Limited and Lenco Limited.
In addition Mr Jannie Durand, who is currently the VenFin CEO, has been
appointed to the Board of Remgro as an executive director, as Chief Investment
Officer reporting to the CEO.
Mr Dillie Malherbe, who is currently the Deputy Chairman of VenFin, will
continue to serve on the Remgro Board as a non-executive director.
In terms of the articles of association of Remgro the abovementioned additional
directors will retire at the next annual general meeting of Remgro (on the basis
that they shall not be considered in determining any directors that are to
retire at that meeting by rotation) and shall thereupon be eligible for re-
election.
Stellenbosch
4 November 2009
Merchant bank and sponsor to Remgro
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Financial advisor to VenFin
NLA (Newman Lowther & Associates (Pty) Limited)
Attorneys to Remgro
Cliffe Dekker Hofmeyr
Attorneys to VenFin
Webber Wentzel
Date: 04/11/2009 17:36:01 Produced by the JSE SENS Department.
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