| Thu 28 Jun 2012, 17:39 | | SFH - SA French Limited - Scheme of Arrangement details of the transaction and |
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SFH
SFH
SFH - SA French Limited - Scheme of Arrangement, details of the transaction and
withdrawal of cautionary
SA FRENCH LIMITED
Incorporated in the Republic of South Africa
(Registration number: 1982/009174/06)
Share code: SFH
ISIN: ZAE000108890
("SA French")
MIRROR LISTING OF SA FRENCH BY WAY OF A SCHEME OF ARRANGEMENT, INCORPORATING
DETAILS OF TRANSACTIONS TO BE CONCLUDED BY A NEW LISTCO IN ANTICIPATION OF THE
MIRROR LISTING, INCLUDING A CASH ISSUE, THE ASSIGNMENT AND CONVERSION OF A
SHAREHOLDER LOAN ACCOUNT AND THE ACQUISITION OF FORKTECH (PROPRIETARY) LIMITED
("Forktech") AND WITHDRAWAL OF CAUTIONARY
1 INTRODUCTION
1.1 SA French has developed a strategy to diversify its operations and
refashion itself as an industrial holding company through the anticipated
mirror listing of SA French in terms of which:
1.1.1 a new listed entity, which is currently in the process of being
registered with the Companies and Intellectual Property
Commission ("New Listco"), will be incorporated as the new
holding company of SA French, resulting in SA French becoming a
wholly-owned subsidiary of New Listco; and
1.1.2 the current shareholders of SA French ("Shareholders") will be
entitled to receive shares in New Listco in exchange for the
current shares held in SA French, as contemplated in paragraph 2
below
(collectively hereinafter referred to as the "Mirror Listing" or
"Restructure").
1.2 In anticipation of the Restructure, certain opportunities have been
identified to grow New Listco via the acquisition of businesses in the
capital equipment, engineering services and mining and agricultural
supplies sectors. To this end, New Listco will, prior to the
implementation of the Mirror Listing, raise a minimum amount of R20 million
in equity capital to fund future acquisitions and to provide working
capital headroom for New Listco to initiate operations through the revised
group structure envisaged herein.
MIRROR LISTING OF SA FRENCH BY WAY OF A SCHEME OF ARRANGEMENT
2.1 Shareholders are hereby advised that SA French will seek approval from the
JSE Limited (the "JSE") for the Mirror Listing of SA French into New
Listco.
2.2 The Mirror Listing will be effected by way of a scheme of arrangement in
terms of section 114 of the Companies Act 71 of 2008, as amended from time
to time (the "Companies Act") (the "Scheme").
2.3 Rationale for the Scheme
2.3.1 Following its rights issue and recapitalisation in 2011, SA French
embarked on a diversification strategy in its core crane rental and
sales business in order to alleviate the risks of overexposure to the
South African construction sector. This included, amongst other
initiatives, positioning the business to have a greater focus on the
high growth African infrastructure and resource sectors. In addition,
as a result of cost cutting and the implementation of new systems and
controls, SA French remains well positioned for a recovery in its core
South African market.
2.3.2 As announced on SENS on 19 March 2012, these efforts resulted in SA
French reporting a profit of R218 387 for the six months ended 31
December 2011. In order to build on this operational recovery, the
directors of SA French have developed a strategy to diversify its
operations and refashion it as an industrial holding company by way of
the Mirror Listing, as contemplated in paragraph 1.1 above. SA French
will therefore become one subsidiary of a diversified portfolio of
industrial businesses owned by New ListCo.
2.3.3 The Scheme will provide New ListCo with the ability to ring-fence its
holdings in SA French as well as other businesses that will be
acquired, allowing for more efficient capital structures and a
reduction of risk for the group as a whole.
2.4 Mechanics of the Scheme
2.4.1 The Scheme will constitute an "affected transaction" as defined in
section 117(c) of the Companies Act and will be regulated by the
Companies Act, the Companies Regulations, 2011 (the "Companies
Regulations") and the Takeover Regulation Panel (the "TRP").
2.4.2 The Scheme will be implemented in terms of section 114 of the
Companies Act, proposed by the board of directors of SA French,
between SA French and Shareholders.
2.4.3 The Scheme will be subject to the conditions precedent set out in
paragraph 2.6 below (the "Scheme Conditions").
2.5 Material terms of the Scheme
The Scheme will be implemented on the basis that:
2.5.1 AfrAsia Corporate Finance (Proprietary) Limited ("AfrAsia") has
approved the Cash Issue (as defined in paragraph 3.1.1 below), the
Assignment (as defined in paragraph 3.2.3 below), the Shareholder Loan
Conversion (as defined in paragraph 3.2.3 below) and the Acquisition
(as defined in paragraph 3.3.1 below) (the "Approved Transactions"),
as contemplated in paragraphs 3.1, 3.2 and 3.3 below, respectively, as
sole shareholder of New Listco at the time;
2.5.2 New Listco will acquire all ordinary shares in SA French, being 611
791 380 shares (the "Scheme Shares");
2.5.3 following the implementation of the Scheme, SA French will be a wholly
owned subsidiary of New Listco;
2.5.4 once the Scheme Conditions have been fulfilled and the Scheme becomes
operative, Shareholders will receive the scheme consideration of 1
(one) New Listco share for every 10 (ten) Scheme Shares disposed of in
terms of the Scheme (the "Scheme Consideration"), credited as fully
paid. Any fraction of less than 0.5 will be rounded downwards and any
fraction of 0.5 and greater will be rounded upwards to the nearest
whole number;
2.5.5 the Scheme Consideration will not have a cash alternative;
2.5.6 SA French will be delisted from the JSE after the implementation of
the Scheme;
2.5.7 New Listco will be listed on the JSE on the implementation date of the
Scheme; and
2.5.8 the Scheme Consideration will be issued on the market as listed
shares.
2.6 Scheme Conditions
2.6.1 The Scheme will be subject to the fulfilment, or waiver (in whole or
in part) by New Listco, of the following conditions:
2.6.1.1 the approval of the Scheme by the requisite majority of Shareholders
as contemplated in section 115(2)(a) of the Companies Act (being not
less than 75% of the votes exercised by Shareholders present and
entitled to vote) at the general meeting of Shareholders convened for
purposes of approving the Scheme (the "General Meeting"), and:
(a) to the extent required, the approval of the implementation of such
resolution by a Court in terms of section 115(2)(c) and/or section
115(3) of the Companies Act; and
(b) if applicable, SA French not treating the aforesaid resolution as a
nullity, as contemplated in section 115(5)(b) of the Companies Act;
2.6.1.2 the receipt of unconditional approvals, consents or waivers from all
regulatory bodies necessary to implement the Scheme, including, but
not limited to, the JSE, the TRP (in terms of a compliance certificate
or exemption to be issued in terms of the Companies Act in relation to
the Scheme) and the Exchange Control Department of the South African
Reserve Bank, to the extent that any such approvals, consents or
waivers are subject to conditions, such conditions being satisfactory
to New Listco; and
2.6.1.3 in relation to any objections to the Scheme by Shareholders:
2.6.1.3.1 if Shareholders give notice objecting to the Scheme, as contemplated
in section 164(3) of the Companies Act, and vote against the
resolutions proposed at the General Meeting, shareholders holding no
more than 10% of all SA French shares eligible to be voted at the
General Meeting give such notice and vote against the resolutions
proposed at the General Meeting; or
2.6.1.3.2 if Shareholders holding more than 10% of all SA French shares eligible
to vote at the General Meeting give notice objecting to the Scheme, as
contemplated in section 164(3) of the Companies Act, and vote against
the resolutions proposed at the General Meeting, the relevant
shareholders do not exercise their appraisal rights afforded to them
in terms of section 164 of the Companies Act, by giving valid demands
in terms of sections 164(5) to 164(8) of the Companies Act within 30
(thirty) business days following the General Meeting, in respect of
more than 10% of the SA French shares eligible to be voted at the
General Meeting;
2.6.2 SA French and New Listco will use their reasonable endeavours to
procure the fulfilment of each of the Scheme Conditions as soon as
reasonably practicable.
2.6.3 The Scheme Conditions in:
2.6.3.1 paragraphs 2.6.1.1 and 2.6.1.2 are not capable of being waived; and
2.6.3.2 paragraph 2.6.1.3 have been inserted for the benefit of New Listco,
which will be entitled, in its sole discretion, to waive fulfilment of
such Scheme Condition, in whole or in part, on written notice to SA
French.
2.6.4 An announcement will be published on SENS as soon as practicable after
all the Scheme Conditions have been fulfilled or waived, as the case
may be.
2.7 Irrevocable undertakings
SA French has received irrevocable undertakings from the following
Shareholders to vote in favour of the Scheme and the resolutions to be
proposed at the General Meeting, to the extent they are permitted to do so
in terms of the Companies Regulations and the Listings Requirements of the
JSE (the "Listings Requirements"):
Shareholder Number of SA French % of issued share
shares held capital of SA French
Trinity Asset Management 152 282 204 24.89%
(Proprietary) Limited
SA French Group Trust 93 517 500 15.29%
Mowana Investments 94 030 162 15.37%
(Proprietary) Limited
Typhoon Investment Holdings 70 620 475 11.54%
(Proprietary) Limited
SJP Capital Limited 50 000 000 8.17%
Wilduso 112 (Pty) Ltd 50 000 000 8.17%
SAF Economic Empowerment 34 840 000 5.69%
Trust
Total 545 290 341 89.12%
2.8 Shareholding in SA French and acting as principal
2.8.1 New Listco will not, prior to the implementation of the Scheme, hold
or control any SA French shares or options to acquire any SA French
shares.
2.8.2 New Listco will be incorporated with a sole shareholder, namely
AfrAsia, who will hold 1 (one) New Listco share in the issued share
capital of New Listco.
2.8.3 New Listco is the ultimate prospective purchaser of the Scheme Shares
and is acting alone and not in concert with any party.
2.9 Sufficient securities
New Listco will have sufficient shares available to settle the Scheme
Consideration payable to Shareholders in terms of the Scheme.
3. TRANSACTIONS TO BE CONCLUDED BY NEW LISTCO IN ANTICIPATION OF THE MIRROR
LISTING
3.1 Cash Issue
3.1.1 In anticipation of the Mirror Listing, New Listco will, subject to the
requisite regulatory and shareholder approvals, raise a minimum amount
of R20 million of equity capital by way of a specific issue of new
ordinary New Listco shares for cash to investors at an issue price of
R1.00 (one rand) per share (the "Cash Issue").
3.1.2 The proceeds from the Cash Issue will be applied to finance the cash
portion of the Acquisition, as contemplated in paragraphs 3.3.2.2 and
3.3.3 below, and to provide working capital headroom for New Listco to
initiate operations through the Restructure.
3.1.3 Prior to the implementation of the Scheme, AfrAsia shall approve the
Cash Issue as sole shareholder of New Listco at the time. The Scheme
shall accordingly be proposed to Shareholders on the basis that
approval for the Cash Issue was obtained by New Listco before the
operative date of the Scheme, for implementation immediately after the
Scheme becomes operative.
3.1.4 The following investors have irrevocably committed to participate in
the Cash Issue:
3.1.4.1 STANLIB Asset Management Limited has provided an irrevocable
commitment to subscribe, as part of the Cash Issue, for no less than 6
000 000 (six million) shares in the share capital of New Listco at a
subscription price of R1.00 (one Rand) per share, amounting to a total
consideration of R6 million (six million Rand).
3.1.4.2 AfrAsia Corporate Finance (a non-public shareholder as defined in the
Listings Requirements) has provided an irrevocable commitment to
subscribe, as part of the Cash Issue, for no less than 3 000 000
(three million) shares in the share capital of New Listco at a
subscription price of R1.00 (one Rand) per share, amounting to a total
consideration of R3 million (three million Rand); and
3.1.4.3 Mowana Investments (Proprietary) Limited ("Mowana") (a non-public
shareholder as defined in the Listings Requirements) has provided an
irrevocable commitment to subscribe, as part of the Cash Issue, for no
less than 2 000 000 (two million) shares in the share capital of New
Listco at a subscription price of R1.00 (one Rand) per share,
amounting to a total consideration of R2 million (two million Rand).
3.1.5 A collection of private individuals and employees of SA French have
provided commitments to subscribe, as part of the Cash Issue, for no
less than 9 000 000 (nine million) shares in the share capital of New
Listco at a subscription price of R1.00 (one Rand) per share,
amounting to a total consideration of R9 million (nine million Rand).
Updated pro forma financial effects of the Transactions, as defined in
paragraph 4.1 below, will be released on SENS in the event that
additional irrevocable commitments are received from investors to
participate in the Cash Issue.
3.1.6 The Cash Issue will be regarded as a specific issue of shares for cash
in terms of the Listings Requirements and therefore requires approval
by way of ordinary resolutions with 75% of the votes of Shareholders
to be cast in favour thereof in terms of section 5.51(g) of the
Listings Requirements. Mowana will be precluded from voting on the
aforementioned ordinary resolutions to the extent that they are
participants in the Cash Issue.
3.2 Assignment and conversion of shareholder loan account
Mowana, SA French and New Listco (the "parties") are about to enter into an
assignment and conversion agreement, in terms whereof the parties have
agreed that:
3.2.1. subject to the requisite regulatory and shareholder approvals and the
Scheme becoming unconditional, SA French will delegate all of its
obligations towards Mowana in respect of Mowana`s shareholder loan
(being an amount of R462 251) to New Listco (the "New Listco Loan");
3.2.2 in consideration for assuming SA French`s obligations under the New
Listco Loan, SA French shall create a loan account for an amount of
R462 251 in favour of New Listco; and
3.2.3 immediately after the assignment of the New Listco Loan as
contemplated above (the "Assignment"), the New Listco Loan shall be
converted into new ordinary New Listco shares, at an issue price of
R1.00 (one Rand) per New Listco share, by issuing 462 251 New Listco
shares to Mowana and setting off the subscription price payable by
Mowana against the amount owed by New Listco in terms of the New
Listco Loan (the "Shareholder Loan Conversion").
3.2.4 The Shareholder Loan Conversion will be regarded as a specific issue
of shares for cash in terms of the Listings Requirements and therefore
requires approval by way of an ordinary resolution with 75% of the
votes of Shareholders to be cast in favour thereof in terms of section
5.51(g) of the Listings Requirements. Mowana will be precluded from
voting on the aforementioned ordinary resolution.
3.3 Acquisition of Forktech
3.3.1 In order to immediately increase the size and diversity of the New
Listco portfolio, SA French has, as agent on behalf of New Listco,
entered into an agreement dated 28 June 2012 in terms of which New
Listco will, subject to the approval of the Scheme, as one indivisible
transaction, acquire 100% of the ordinary shares and claims in
Forktech from Mr Johann van Tonder (the "Seller") for a total purchase
consideration of R15 million, subject to adjustment as contemplated in
paragraphs 3.3.2.1(ii) and (iii) and 3.3.5 below (the "Purchase
Consideration") (the "Acquisition").
3.3.2 The Purchase Consideration is to be settled as follows:
3.3.2.1 R11.5 million through the issue of new ordinary New ListCo shares to
the Seller as follows:
5 500 000 shares at a subscription price of R1.00 (one Rand) per New
Listco share, amounting to R5 500 000 (the "First Consideration
Shares") shall be issued on fulfilment of all the conditions precedent
to the Acquisition as contemplated in paragraph 3.3.8 below and the
Scheme Conditions;
a R3 000 000 portion of the Purchase Consideration (the "first R3 000
000 portion") is subject to downwards adjustment based on the
achievement of at least R4 000 000 in net profit after tax ("NPAT")
for the 12 months ended 30 June 2013 (First Warranty Target"), and is
to be settled through the issue of so many new ordinary New Listco
shares to the Seller as are required to settle the first R3 000 000
portion, at a subscription price which will be the greater of R1.00
(one Rand) per New Listco share or a price based on the weighted
average traded price for New Listco shares over the 30 business days
preceding 1 July 2013, and
a R3 000 000 portion of the Purchase Consideration (the "second R3 000
000 portion") is subject to downwards adjustment based on the
achievement of the R5 000 000 in NPAT for the 12 months ended 30 June
2014 ("Second Warranty Target") (plus any excess NPAT carried over for
the 12 months ended 30 June 2013), and is to be settled through the
issue of so many new ordinary New Listco shares to the Seller as are
required to settle the second R3 000 000 portion, at a subscription
price which will be the greater of R1.00 (one Rand) per New Listco
share or a price based on the weighted average traded price for New
Listco shares over the 30 business days preceding 1 July 2014 (the
"Third Consideration Price"), and
3.3.2.2 R3.5 million to be settled in cash.
3.3.3 In addition to the settlement of the Purchase Consideration, New
Listco shall subscribe for 10 (ten) new ordinary shares in Forktech
for a subscription price of R2 million, amounting to a subscription
price per share of R200 000, to be settled in cash.
3.3.4 In the event that the NPAT achieved by Forktech over the 12 months
ended 30 June 2014 (including any excess NPAT tax carried over for the
12 months ended 30 June 2013) exceeds the Second Warranty Target, then
for every additional Rand of NPAT above the Second Warranty Target,
excluding any NPAT applied towards backdated credit (in the event that
the Second Warranty Target is exceeded but the First Warranty Target
was not achieved in full), the Purchase Consideration shall be
increased by R0.20, up to a maximum additional increase of R2 000 000
(the "Additional Amount"). The Additional Amount shall be settled
through the issue to the Seller of New Listco Shares at the Third
Consideration Price. The number of New Listco Shares issued shall
consequently be equivalent to that number of New Listco Shares which,
when calculated at the Third Consideration Price, will be needed to
settle the Additional Amount.
3.3.5 Forktech is currently engaged in settlement discussions to settle a
claim against it in respect of a certain instalment sale agreement
(the "Claim"). If the Claim is settled fully and finally by mutual
agreement between the parties on or before the first annual
anniversary of the implementation date of the Mirror Listing for a sum
less than R5 100 000, then the Seller shall be entitled to a further
payment from New Listco on the following terms:
3.3.5.1 the additional amount due shall be equal to the difference between the
settlement amount and the sum of R5 000 000 up to a maximum additional
amount of R3 500 000 (the "Warranty Consideration"); and
3.3.5.2 the Warranty Consideration shall be deemed to be an upward adjustment
to the Purchase Consideration.
The Warranty Consideration shall be settled through the issue to the
Seller of New Listco shares at a price based on the weighted average
traded price for New Listco shares over the 30 business days preceding
the date on which the settlement of the Claim is agreed between the
parties, subject to a minimum price of R1.00 (one Rand) per share (the
"Warranty Price"). The number of New Listco shares issued shall
consequently be equivalent to that number of New Listco shares which,
when calculated at the Warranty Price, will be needed to settle the
Warranty Consideration.
3.3.6 The issue of the shares to the Seller as contemplated in paragraphs
3.3.2.1(i) to (iii), 3.3.4 and 3.3.5 shall be subject to a two year lockup which
shall apply from the date on which such shares are listed on the JSE to the
second annual anniversary of that date.
3.3.7 The effective date of the Acquisition will be the date of fulfilment
of all of the conditions precedent detailed in paragraph 3.3.8 below.
3.3.8 Conditions precedent of the Acquisition
3.3.8.1 The Acquisition is suspensively conditional upon the following being
fulfilled on or before 30 July 2012, or such other date as agreed to
in writing between the Seller and New Listco:
(i) the JSE granting its approval of the listing of the First
Consideration Shares;
(ii) the shareholders of New Listco approving the Acquisition;
(iii) New Listco completing a private placement to raise a minimum
gross amount of R20 000 000;
(iv) New Listco completing the due diligence investigation of the business,
nature, status and general affairs of Forktech and electing to
continue with the Acquisition based on the results of such due
diligence investigation;
(v) the board of New Listco approving the Acquisition;
(vi) the South African Competition authorities granting their approval of
the Acquisition, to the extent required; and
(vii) the implementation of the Scheme.
3.3.8.2 The conditions contained in paragraph 3.3.8.1 are expressed for the
benefit of New Listco. New Listco may waive the fulfilment of any one
or more of these conditions by written notice to the Seller, save that
such notice may not be delivered after the deadline date for
fulfilment of all conditions. New Listco and the Seller may only
extend the deadline date for fulfilment of any one or more of these
conditions by mutual agreement.
3.3.8.3 New Listco and the Seller shall use their reasonable endeavours to
procure the fulfilment of the conditions detailed in this paragraph
3.3.8.
3.3.9 Nature of business carried on by Forktech
Forktech is a Cape Town based company engaged in forklift rentals,
sales and repairs with warranted future average NPAT over the next two
years of R4.5 million, as contemplated in the earn out provisions in
paragraphs 3.3.2.1(ii) and (iii) above. The company principally
operates in the coastal regions of South Africa providing forklift
solutions to the farming, infrastructure, construction and logistics
sectors. Forktech is managed by its founder and owner, who has
established strong relationships with a broad client base in the
coastal and key agricultural regions in South Africa. Forktech holds
a distributor license for Nissan forklifts in these regions and now
wishes to expand its presence to the greater Gauteng region.
3.3.10 Rationale for the Acquisition
The rationale for the Acquisition is as follows:
a well-developed and achievable expansion plan has been developed for
Forktech which should materially enhance its earnings going forward;
cost synergies can be achieved between SA French and Forktech through
shared distribution centres and service technicians. Accounting functions
will also be shared and run by New ListCo, thereby eliminating certain
overlapping back office costs;
revenue synergies are expected for both SA French and Forktech as the
geographic foot print will be enhanced via SA French`s established presence
and customer base in Gauteng and Forktech`s established presence and
customer base in the coastal regions of South Africa;
the transaction structure will result in the owner of Forktech becoming an
important shareholder in the enlarged group, thereby ensuring the lock in
and commitment of a highly capable and successful industry expert and
entrepreneur; and
warranted earnings and deferred payments provide an underpin to the
valuation of the business.
4. INTER-CONDITIONALITY OF TRANSACTIONS
4.1 The Scheme, the Cash Issue, the Shareholder Loan Conversion and the
Acquisition are collectively hereinafter referred to as the "Transactions".
4.2 The Transactions are inter-conditional and therefore should any one
resolution relating to the respective Transactions not be approved by
Shareholders, then none will be implemented.
5. PRO FORMA FINANCIAL EFFECTS OF THE TRANSACTIONS ON NEW LISTCO
The unaudited pro forma financial effects of the Transactions on
Shareholders are the responsibility of the SA French directors and have
been prepared for illustrative purposes only to provide information about
how the Transactions may affect the financial position and results of SA
French and, because of its nature, may not give a fair reflection of SA
French`s financial position and results after the Transactions.
Before the After After After Cash After % change
Trans- Scheme(2) Share- Issue Acqui-
actions(1) holder sition
Loan Con-
version
Profit for 219 219 219 219 1 586 624.20%
the period
Headline -916 -916 -916 -916 415 149.24%
earnings
per share
Net asset 2.43%
value per 9.06 90.57 90.65 90.73 92.77
share
(cents)
Net -4.23%
tangible 9.06 90.57 90.65 90.73 86.74
assets
value per
share
(cents)
Basic 0.04 396.48%
earnings 0.39 0.38 0.28 1.92
per share
(cent)
Headline 133.75%
earnings -0.16 -1.62 -1.60 -1.19 0.55
per share
(cent)
Weighted 566 375 689 56 637 569 57 115 569 77 115 569 82 615 569
and actual
number of
shares in
issue at
the end of
the period
Notes and assumptions:
1. The amounts set out in the "Before the Transactions" column above have been
extracted from the published unaudited consolidated financial results of
the SA French for the six months ended 31 December 2011.
2. Shareholders will receive the scheme consideration of 1 (one) New Listco
share for every 10 (ten) Scheme Shares disposed of in terms of the Scheme.
3. It has been assumed that:
(a) the Transactions had been implemented on 31 December 2011 for purposes
of compiling the statement of financial position and on 1 July 2011
for purposes of compiling the statement of comprehensive income;
(b) the Cash Issue will be for an amount of R20 million;
(c) the earn out targets in respect of the Acquisition as contemplated in
paragraphs 3.3.2.1(ii) and (iii) above are fully met (i.e. full
contingent consideration paid in respect of the Acquisition,
calculated in accordance with IFRS3);
(d) all the Transactions are implemented; and
(e) transaction fees amount to R2 000 000.
4. Extracted from Forktech`s unaudited balance sheet as at 31 December 2011
and unaudited income statement for the period 1 October 2011 to 31 December
2011.
5. Present value calculations are based on a discount rate of 9% (prime
interest rate), where required.
6. All adjustments have a continuing effect.
6. OPINIONS AND RECOMMENDATIONS
In accordance with regulation 90(1) of the Companies Regulations, the
independent board of SA French, being those directors of SA French who act
independently as contemplated in the Companies Regulations issued pursuant
to the Companies Act, namely J de Bruyn, J Fizelle, JM Poluta and S Swana
(the "Independent Board") has retained BDO Corporate Finance (Proprietary)
Limited, an independent expert acceptable to the TRP, for the purposes of
providing external advice in regard to the Scheme, the Cash Issue and the
Shareholder Loan Conversion and to make appropriate recommendations to the
board of SA French for the benefit of Shareholders. The substance of the
external advice and the views of the Independent Board will be detailed in
a circular that will be posted to Shareholders.
7. FURTHER DOCUMENTATION AND SALIENT DATES
Further details of the Scheme, the Cash Issue, the Shareholder Loan
Conversion and the Acquisition will be included in a circular to be sent to
Shareholders in due course, and which will contain, inter alia, a notice of
the General Meeting, a form of proxy, a form of surrender and transfer and
a prospectus in relation to New Listco (which requires registration with
the Companies and Intellectual Property Commission prior to the circular
being posted) (the "Circular").
The salient dates in relation to the Scheme will be published prior to the
posting of the Circular, along with further information on New ListCo,
including its name and the composition of its board of directors. In
accordance with regulation 102(2) of the Companies Regulations, the
Circular will be posted within 20 (twenty) business days after the date of
this announcement, or such longer period allowed by the TRP if good cause
is shown.
8. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Following the release of this announcement, the cautionary announcement
released by SA French on 10 May 2012 is hereby withdrawn and caution is no
longer required to be exercised by Shareholders when dealing in SA French
shares.
9. RESPONSIBILITY STATEMENT
The Independent Board accept responsibility for the information contained
in this announcement. To the best of their knowledge and belief, the
information contained in this announcement is true and nothing has been
omitted which is likely to affect the importance of the information
included.
Johannesburg
28 June 2012
Corporate advisor: AfrAsia Corporate Finance Proprietary Limited
Designated advisor: PSG Capital Proprietary Limited
Date: 28/06/2012 17:39:00 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.
