| Mon 22 Aug 2011, 17:40 | | UCS - UCS Group Limited - Posting of Circular and Notice of General Meeting |
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UCS
UCS
UCS - UCS Group Limited - Posting of Circular and Notice of General Meeting
UCS GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1993/002253/06)
Share code: UCS
ISIN: ZAE000016150
("UCS" or "the Company")
POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING
1 INTRODUCTION
UCS shareholders ("Shareholders") are referred to the announcement
published on the Securities Exchange News Service ("SENS") of the JSE
Limited ("JSE") on 15 July 2011 and in the press on 16 July 2011 ("the
Announcement"). Shareholders were advised that the board of directors of
UCS ("the Board") had resolved that it will propose a scheme of
arrangement, in terms of section 114 of the Companies Act, No. 71 of 2008,
as amended ("the Act") between UCS and Shareholders ("the Scheme") followed
by the delisting of UCS ordinary shares ("Shares") from the exchange
operated by the JSE ("the Delisting").
2 THE SCHEME
2.1 In terms of the Scheme, Shareholders may:
* elect to dispose of some or all of their Shares, which Shares will be
re-acquired by the Company as contemplated by section 114(1)(e) of the
Act ("Exit Election") for a consideration of 55 cents per Share
("Scheme Consideration"); or
* elect to retain some or all of their Shares, post the Delisting, which
Shares will consequently not be re-acquired by the Company in terms of
the Scheme ("Continuation Election"); and
* Shareholders who do not make the Continuation Election and/or the Exit
Election or who fail to validly make the Continuation Election, will
be deemed to have made the Exit Election in respect of all of their
Shares, which Shares will be re-acquired by the Company by way of
expropriation as contemplated by section 114(1)(c) of the Act.
2.2 The Scheme remains subject to the fulfilment or, to the extent permissible,
waiver (in whole or in part) by UCS in its sole discretion, of the
following conditions precedent by no later than 17:00 on 30 November 2011
or such later date as UCS may in its sole discretion determine but subject
to the approval of the Takeover Regulation Panel:
2.2.1 the approval of the Scheme by the requisite majority of
Shareholders at the general meeting of Shareholders ("General
Meeting") as contemplated in section 115(2)(a) of the Act and in
the event of the provisions of section 115(2)(c) becoming
applicable;
2.2.1.1 the approval of the Scheme by the High Court of South Africa;
and
2.2.1.2 if applicable, UCS not treating the aforesaid resolution as a
nullity as contemplated in section 115(5)(b) of the Act;
2.2.2 the approval of the re-acquisition of Shares by the requisite
majority of Shareholders by way of a special resolution in terms
of section 48(8) of the Act and as required in terms of paragraph
5.67(B) of the JSE Listings Requirements;
2.2.3 all irrevocable parties making the Continuation Election in
accordance with their irrevocable undertakings and in terms of
the Scheme; and
2.2.4 the receipt of unconditional approvals, consents or waivers from
all applicable regulatory authorities as may be required in order
to implement the Scheme, the Delisting (including the compliance
certificate to be issued by the Takeover Regulation Panel for
purposes of the Scheme) or, to the extent that any such
approvals, consents or waivers are subject to conditions, such
conditions being accepted by UCS.
3 CIRCULAR
Shareholders are hereby advised that a circular containing details of the
Scheme and the Delisting and incorporating a notice of general meeting
("the Circular") has been posted to Shareholders today and is available on
the UCS website at www.ucs.co.za. The Circular also contains details of a
proposed change of name of UCS Group Limited to Capital Eye Investments
Limited ("the Name Change"), the authorisation for financial assistance by
the Company in terms of section 45 of the Act and the approval for the
remuneration of UCS directors for their services as directors.
4 INDEPENDENT EXPERT OPINION
The independent members of the Board ("Independent Board") have appointed
KPMG Services (Proprietary) Limited ("Independent Expert") as independent
expert to provide it with external advice in relation to the Scheme and the
Delisting.
Having considered the terms and conditions of the Scheme and the Delisting
and based upon and subject to the terms and conditions set out in the
report of the Independent Expert contained in Annexure 1 to the Circular,
the Independent Expert has concluded that:
* the terms and conditions of the Scheme and the Delisting in respect of
the Scheme Consideration are fair and reasonable to Shareholders; and
* the terms and conditions of the Scheme and the Delisting in respect of
the Continuation Election, based on quantitative considerations set
out in the report, are not fair to Shareholders but based on
qualitative considerations set out in the report are reasonable in the
circumstances.
The Independent Board is of the opinion that, after taking into consideration
the opinion of the Independent Expert, the terms and conditions of the Scheme
and the Delisting in respect of the Scheme Consideration is fair and reasonable
to Shareholders.
As a consequence of the valuation process undertaken by the Independent Expert
during July 2011, there is an indication as contemplated in IAS 36 Impairment of
Assets that certain intangible assets carried on the UCS statement of financial
position arising from acquisitions which became effective in the second half of
the 2010 financial year and accounted for under the "software" segment of the
group are impaired ("the Potential Impairment"). The process for measuring and
recognising impairment loss under IAS 36 Impairment of Assets will be followed
when finalising the audited UCS consolidated results for the year ending 30
September 2011, and if/where required, an impairment loss will be recognised.
The Potential Impairment explains the difference between the pro forma net asset
value per share before the Scheme of 75.9 cents per Share as reflected in the
Announcement and the fairness valuation range of 50.9 cents and 65.5 cents per
Share. Further information in this regard is provided in the Circular.
5 NOTICE OF GENERAL MEETING
The General Meeting will be held at 10:00 on Thursday, 22 September 2011, at the
registered office of the Company at 20th Floor, 209 Smit Street, Braamfontein,
Johannesburg for the purpose of considering and, if deemed fit, passing with or
without modification, the resolutions set out in the notice of General Meeting
included in the Circular.
6 IMPORTANT DATES AND TIMES
The important dates and times relating to the Scheme, the Delisting and the Name
Change are set out below. Words and expressions in the timetable and notes
thereto shall have the same meanings as assigned to them in the Circular.
2011
Circular posted to Shareholders Monday, 22 August
Last day to trade in Shares on the exchange
operated by the JSE in order to be recorded in Friday, 9 September
the register on the Scheme Voting Record Date
on
Scheme Voting Record Date being 17:00 on Friday, 16 September
Last day to lodge Forms of Proxy (white) in Tuesday, 20 September
respect of the General Meeting with the
Transfer Secretary by 10:00 on
General Meeting of Shareholders to be held at Thursday, 22 September
10:00 on
Results of the General Meeting released on Thursday, 22 September
SENS on
Results of the General Meeting published in Friday, 23 September
the press on
Expected Finalisation Date announcement Friday, 7 October
published on SENS
Expected Finalisation Date announcement Monday, 10 October
published in the press
Expected last day to trade Shares on the
exchange operated by the JSE in order to be Friday, 14 October
recorded in the register to receive the Scheme
Consideration on
Expected suspension of listing of Shares at
the commencement of trade on the exchange Monday, 17 October
operated by the JSE on
Expected Scheme Consideration Record Date to
be recorded in the register in order for Friday, 21 October
Shareholders to make the Continuation Election
and/or the Exit Election in respect of some or
all of their Shares and date on which Forms of
Election (blue) must be received by 12:00 on
Expected Operative Date Monday, 24 October
Expected date of payment of the Scheme
Consideration to be transferred electronically
or posted to certificated Scheme Consideration
Recipients (if Form of Election (blue) and Monday, 24 October
Documents of Title are received by the
Transfer Secretary on or before 12:00 on the
Scheme Consideration Record Date) on
Dematerialised Scheme Consideration Recipients
expected to have their accounts held at their
CSDP or Broker debited with the Scheme Shares
and credited with the Scheme Consideration on Monday, 24 October
Expected termination of listing of Shares on
the exchange operated by the JSE at the Tuesday, 25 October
commencement of trade on or about
Effective Date of the Name Change Upon the issue by the Companies
and Intellectual Property
Commission of the amended
registration certificate
Share certificates reflecting the Name Change The first business day
will be posted to those Shareholders who have following the Effective Date of
elected the Continuation Election on or about the Name Change
Notes:
1 These dates and times are subject to change. Any such change will be
published on SENS and in the press. All times referred to in this
announcement are to South African Standard Time.
2 No dematerialisation or re-materialisation of Shares may take place from
the business day following the last day to trade in order to participate in
the Scheme.
3 Shareholders who wish to exercise appraisal rights in terms of the Act are
referred to Annexure 6 of the Circular for purposes of determining the
relevant timing for the exercise of their appraisal rights.
4 If the General Meeting is adjourned or postponed, Forms of Proxy (white)
must be received by no later than 48 hours prior to the time of the
adjourned or postponed General Meeting, provided that, for the purpose of
calculating the latest time by which Forms of Proxy (white) must be
received, Saturdays, Sundays and gazetted public holidays in South Africa
will be excluded.
5 As the salient dates and times are subject to change, they may not be
regarded as consent or dispensation for any time periods which may be
required in terms of the Companies Regulations, 2011 where applicable, and
any such consents or dispensations must be specifically applied for, and
granted.
22 August 2011
Corporate Advisor and Sponsor
One Capital
Attorneys
Glyn Marais Inc.
Independent Expert
KPMG Services (Proprietary) Limited
Date: 22/08/2011 17:40:11 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.
