| Fri 14 Sep 2012, 12:40 | | EXCELLERATE HOLDINGS LIMITED - Finalisation announcement - Pro rata offer and delisting |
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EXL 201209140022A
Finalisation announcement - Pro rata offer and delisting
Excellerate Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1997/009884/06)
JSE code: EXL ISIN: ZAE000026092
(“Excellerate” or “the Company”)
FINALISATION ANNOUNCEMENT: PRO RATA OFFER AND DELISTING
Shareholders are referred to the previous announcements released on SENS and the circular to shareholders dated 2 July 2012 (the
“circular”) in respect of:
1. a pro rata offer to be made by the Company to all Excellerate shareholders to acquire all Excellerate shareholders’ shares
in the Company in terms of section 48 of the Companies Act 2008 for an offer price of R1.15 per Excellerate share
(“the offer”) to be effected by way of a scheme of arrangement in terms of section 114 of the Companies Act (the
“scheme”); and
2. the delisting of all Excellerate shares from the stock exchange operated by JSE Limited (the “delisting”),
(collectively, “the transactions”).
Further to the announcement on SENS of 17 August 2012, shareholders are advised that the Takeover Regulation Panel (“TRP”)
has, after considering a report from the Independent Investigator appointed by the TRP to investigate the transactions following a
request received from a minority shareholder holding approximately 1% of Excellerate’s shares, concluded that the matter should
not be pursued any further. The TRP has today issued a compliance certificate in terms of section 119(4) of the Companies Act
with the result that the transactions have now become unconditional in accordance with their terms. Accordingly the transactions
will be implemented in accordance with the timetable set out below.
2012
Finalisation date announcement released on SENS on Friday, 14 September
Finalisation date announcement published in the press on Monday, 17 September
Last day to trade in Excellerate shares in order to participate in the offer (see note 4 below) on Friday, 28 September
Suspension of listing of Excellerate shares at commencement of trading on Monday, 1 October
Offer price record date and offer closes (see note 5 below), by close of trading on Friday, 5 October
Implementation date of the scheme on Monday, 8 October
Offer price posted to certificated shareholders (if documents of title are received on or prior to
12:00 on the offer price record date) on or about Monday, 8 October
Dematerialised shareholders accounts (held at their CSDP or broker) credited with the offer
price on Monday, 8 October
Expected termination of listing of Excellerate shares on the JSE at the commencement
of trading on or about Tuesday, 9 October
Notes
1. All dates and times are subject to change. Any change will be released on SENS and published in the press.
2. Excellerate shareholders should note that as transactions in shares are settled in the electronic settlement system used by
Strate, settlement of trades takes place five business days after such trade.
3. All times given in this circular are local times in South Africa.
4. Excellerate share certificates may not be dematerialised or rematerialised after the offer price last day to trade.
5. Being the date on which all persons recorded in the register who have elected to accept the offer or who have made no
election and are thus deemed to have elected to accept the offer and will accordingly receive the offer price.
Johannesburg
14 September 2012
Corporate advisor and transaction sponsor to Excellerate
Java Capital
Attorneys to Excellerate
Malan Scholes Attorneys
Date: 14/09/2012 12:40:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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