Tue 31 Oct 2023, 9:00 | | LIBERTY TWO DEGREES - Finalisation of scheme and clean-out distribution |
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Finalisation of scheme and clean-out distribution
LIBERTY TWO DEGREES LIMITED LIBERTY GROUP LIMITED
(Incorporated in the Republic of South Africa) (Incorporated in the Republic of South Africa)
(Registration number 2018/388906/06) (Registration number 1957/002788/06)
(Approved as a REIT by the JSE) ("LGL")
Share code: L2D ISIN: ZAE000260576
("L2D")
FINALISATION OF SCHEME AND CLEAN-OUT DISTRIBUTION
Unless otherwise defined in this announcement, words and expressions contained herein shall have the
same meanings as assigned to them in the combined circular distributed to L2D Shareholders on 25 August
2023 and made available on the L2D website at www.liberty2degrees.co.za.
1. INTRODUCTION
L2D Shareholders are referred to the Firm Intention Announcement released by L2D and LGL on SENS
on Thursday, 27 July 2023 and the Circular regarding the proposed Scheme between L2D and the L2D
Shareholders, in terms of which LGL will acquire all the issued L2D Shares not already owned by LGL,
excluding L2D Shares held by Liberty Holdings Limited (being the sole shareholder of LGL) and its
Subsidiaries.
2. FULFILMENT OF SCHEME CONDITIONS
L2D is pleased to announce that all outstanding Scheme Conditions have been fulfilled, including the
TRP issuing a TRP Compliance Certificate in terms of section 121(b) of the Companies Act, and the
Scheme is now wholly unconditional.
As such, the Scheme, and the Clean-Out Distribution will be implemented in accordance with the
salient dates and times as set out in the Circular. The relevant dates and times are extracted below
for ease of reference.
2023
Last day to trade, being the last day to trade L2D Shares on the JSE Tuesday, 7 November
in order to participate in the Scheme and receive the Clean-Out
Distribution
Suspension of the listing of L2D Shares on the JSE at the Wednesday, 8 November
commencement of trade on
Scheme Record Date, being the date on which Scheme Participants Friday, 10 November
must be recorded in the Register to receive the Scheme
Consideration and receive the Clean-Out Distribution, by close of
trade on
Scheme Implementation Date and payment of Clean-Out Monday, 13 November
Distribution to all Qualifying L2D Shareholders on
Certificated Scheme Participants who have: (i) lodged their Form Monday, 13 November
of Surrender and Transfer (blue); and (ii) provided valid bank
details and details for their CSDP or Broker to the Transfer
Secretaries on or prior to 12:00 on the Scheme Record Date to
have the Scheme Consideration and Clean-Out Distribution paid
into their nominated bank accounts by way of EFT on
Dematerialised Scheme Participants to have their bank accounts Monday, 13 November
credited with the Scheme Consideration and Clean-Out
Distribution on
Termination of the listing of L2D Shares in terms of the Scheme at Tuesday, 14 November
the commencement of trade on the JSE on
3. RESPONSIBILITY STATEMENTS
The L2D Board (to the extent that the information relates to L2D) collectively and individually accept
responsibility for the information contained in this announcement and certify that, to the best of their
knowledge and belief, the information contained in this announcement relating to L2D is true and this
announcement does not omit anything that is likely to affect the importance of such information.
The LGL Board (to the extent that the information relates to LGL) collectively and individually accept
responsibility for the information contained in this announcement and certify that to the best of their
knowledge and belief, the information contained in this announcement relating to LGL is true and this
announcement does not omit anything that is likely to affect the importance of such information.
Johannesburg
31 October 2023
Financial adviser and Transaction sponsor to L2D
Rand Merchant Bank (a division of FirstRand Bank Limited)
Legal adviser to L2D
Werksmans Attorneys
Lead financial adviser to LGL
Java Capital Proprietary Limited
Co-adviser to LGL
The Standard Bank of South Africa Limited
Legal adviser to LGL
Webber Wentzel
Independent Expert
Mazars Corporate Finance Proprietary Limited
L2D Investor Relations
Sumenthree Moodley
Contact number: 011 358 9171
Date: 31-10-2023 09:00:00
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