| Tue 2 Feb 2021, 11:27 | | ANCHOR GROUP LIMITED - Finalisation announcement |
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Finalisation announcement
ANCHOR GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2009/005413/06)
Share code: ACG ISIN: ZAE000193389
("Anchor" or "the Company")
FINALISATION ANNOUNCEMENT
Unless the context indicates otherwise, capitalised (defined) terms used in this announcement bear
the same meanings given to such terms in the circular distributed to Shareholders on Monday, 16
November 2020, in relation to the Transaction (the "Circular").
1. Introduction
Shareholders are referred to the Firm Intention Announcement relating to the Transaction on
Friday, 13 November 2020, the Circular distributed to Shareholders on Monday, 16 November
2020 and the announcement setting out the results of the General Meeting, dated 17 December
2020 and the notice sent to Shareholders setting out the revised salient dates and times for
implementation of the Scheme, on Tuesday 19 January 2021.
2. Fulfilment of outstanding Scheme Conditions Precedent
2.1 The Board is pleased to announce that all conditions precedent to the Scheme, as detailed in
the Circular, have now been fulfilled or, where applicable, waived, and that the Scheme has,
accordingly, become unconditional and will be implemented in accordance with it terms and
as detailed in the Circular.
3. Election to voluntarily tender all or some of your Shares or remain invested in Anchor
3.1 Dematerialised Shareholders without own-name registration:
If you do not wish to receive the default option as defined in paragraph 4.1.1 of the Circular
to elect to voluntarily tender all of your Shares to Anchor, you must, by informing your
Broker or your CSDP, advise whether you elect to voluntarily tender all or some of your
Shares to Anchor or elect to remain invested in Anchor in the unlisted space following
Delisting.
In the absence of an election being received by the Transfer Secretaries by 12:00 on Friday,
12 February 2021, you will be deemed to have elected that all of your Shares are
repurchased for a cash consideration of R4.25 per Share.
You must NOT complete the Form of Election attached to the Circular.
3.2 Own-Name Dematerialised Shareholders and Certificated Shareholders
If you do not wish to receive the default option as defined in paragraph 4.1.1 of the Circular
to elect to voluntarily tender all of your Shares to Anchor, you must, by completing the
relevant section of the Forms of Election attached to the Circular, advise whether you elect
to voluntarily tender all or some of your Shares to Anchor or elect to remain invested in
Anchor in the unlisted space following Delisting. You can make this election by filling out the
Form of Election as follows: (i) in respect of those Shares that you wish to tender for sale
under the Repurchase, fill in and complete that number of Shares under the column entitled
"Voluntarily tender your shares to Anchor" in the Form of Election; or (ii) in respect of those
Shares that you wish to retain, fill in and complete that number Shares under the column
entitled “Remain invested in Anchor” in the Form of Election.
In the absence of an election being received by the Transfer Secretaries by 12:00 on Friday,
12 February 2021, you will be deemed to have elected that all of your Shares are
repurchased for a cash consideration of R4.25 per Share.
The Form of Election may be delivered by hand or sent by email or mail to the following addresses:
If delivered by hand
Link Market Services South Africa Pty Limited (now JSE Investor Services Proprietary Limited)
13th Floor, 19 Ameshoff Street, Braamfontein, 2000
If sent by email
meetfax@linkmarketservices.co.za
4. Taxation
General
The Scheme Consideration constitutes:
1) a dividend for tax purposes for Repurchase Scheme Participants who are SA Corporates as
contemplated in section 64F(1)(a) of the Income Tax Act, No. 58 of 1962 (“Income Tax Act”);
or
2) a return of capital out of contributed tax capital (“CTC”) as defined in the Income Tax Act for
all Repurchase Scheme Participants other than SA Corporates.
SA Corporates
Repurchase Scheme Participants who are SA Corporates that have submitted the prescribed
documentation contemplated in section 64G(2)(a) of the Income Tax Act on which they have indicated
to the relevant regulated intermediary that they are SA corporates ("Qualifying SA Corporates") will
have met the requirements for exemption from dividends tax (that was introduced with effect from 1
April 2012) in terms of the Income Tax Act. However, where the SA Corporate fails to provide the
prescribed documentation contemplated in section 64G(2)(a) of the Income Tax Act to the relevant
regulated intermediary, and therefore fails to be a Qualifying SA Corporate, such SA Corporate will
receive its Scheme Consideration as a dividend on which the 20% dividends tax will be withheld.
SA tax residents, other than SA Corporates, and non-SA tax residents
All Repurchase Scheme Participants who are not SA Corporates will receive their Scheme
Consideration as a return of capital out of CTC. Accordingly, the Scheme Consideration will be
regarded as “proceeds” as defined in Part VI of the Eighth Schedule of the Income Tax Act.
The tax implications of the Scheme Consideration will depend on the individual tax circumstances of
each Repurchase Scheme Participant and the tax jurisdictions applicable to such Scheme Participant.
It is recommended that the Scheme Participants consult their professional advisors immediately if
they are in any doubt as to their tax position.
5. Salient Dates and Times
At the date of this announcement, the remaining salient dates and times in relation to the Scheme are
as follows:
Action 2021
Finalisation announcement published in the South African press
on Wednesday, 3 February
Last day to trade, being the last day to trade Shares on the JSE in
order to be eligible to participate in the Scheme (Scheme Last Tuesday, 9 February
Day to Trade)
Suspension of listing of Shares on the JSE and A2X on Wednesday, 10 February
Scheme Consideration Record Date, being the date on which
Repurchase Scheme Participants must be recorded in the
Register in order to be eligible to receive the Scheme Friday, 12 February
Consideration, by close of trade on
Elections to be received by 12:00 on
Scheme Operative Date on Friday, 12 February
Scheme Consideration to be settled by EFT or by cheque to
Repurchase Scheme Participants who are Certificated
Shareholders and who have lodged their Form of Surrender and Monday, 15 February
Transfer with the Transfer Secretaries on or prior to 12:00 on the
Scheme Consideration Record Date, on
Dematerialised Repurchase Scheme Participants to have their
accounts (held at their CSDP or Broker) credited with the Scheme Monday, 15 February
Consideration on
Comparable Offer Consideration settled by EFT to Share Scheme Monday, 15 February
Participants who elected not to waive their right to a Comparable
Offer on
Termination of listing of Shares on the JSE and A2X at the
commencement of trade on Tuesday, 16 February
Notes
1. Shareholders should note that as transactions in Shares are settled in the electronic
settlement system used by Strate Proprietary Limited, settlement of trades takes place three
business days after such trade.
6. Responsibility Statement
6.1 The Independent Board and the Board, individually and collectively, accept full responsibility
for the accuracy of the information contained in this announcement which relates to Anchor,
the Scheme, the Delisting and the Share Scheme amendments, and certify that, to the best of
their knowledge and belief, such information is true and this announcement does not omit
any facts that would make any of the information false or misleading or would be likely to
affect the importance of any information contained in this announcement.
By order of the Board
Johannesburg
2 February 2021
Rand Merchant Bank (A division of FirstRand Bank Limited)
Transaction Advisor and Transaction Sponsor
White and Case SA
Legal Advisor
DG Capital (Pty) Limited
Independent Expert
Date: 02-02-2021 11:27:00
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