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Distribution of Circular and Notice of General Meeting
AFRICAN EQUITY EMPOWERMENT INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(RegistraHon number 1996/006093/06)
ISIN: ZAE000195731
Share code: AEE
("AEEI" or "the Company")
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
1. INTRODUCTION
Shareholders are referred to the Firm IntenHon Announcement released on SENS on Monday,
16 October 2023 and published in the South African press on Tuesday, 17 October 2023 and to
the updates thereto released on SENS on 1 December 2023 and 5 January 2024 and published in
the South African press on 4 December 2023 and 8 January 2024, respecHvely wherein
Shareholders were advised (and using the terms defined therein unless otherwise stated) that the
Board had resolved to propose a TransacHon to Shareholders incorporaHng:
- an o?er by AEEI to all Eligible Shareholders, being all Shareholders other than Sekunjalo and
certain directors being, Willem Raubenheimer, Aziza Amod and Carin-Lee Geuking-Cohausz
(collecHvely, the "Concert Par@es"), to acquire AEEI Shares (other than those Shares held by
the Concert ParHes) by way of a scheme of arrangement between AEEI and Eligible
Shareholders ("Scheme") in terms of secHon 114(1)(e) of the Companies Act, read with
secHon 115 thereof, in terms of which such Shareholders will be enHtled to elect that all or
some of the Shares held by them are repurchased for a cash consideraHon of R1.15 per Share,
or that they elect to retain all or some of the Shares held by them and, failing such elecHon,
shall be deemed to have elected that all of their Shares are repurchased for a cash
consideraHon of R1.15 per Share; and
- the subsequent DelisHng of all AEEI Shares from the JSE.
2. DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
Shareholders are hereby advised that the circular containing full details of the Scheme and the
DelisHng and incorporaHng, inter alia, a noHce convening a general meeHng of Shareholders
("General Mee@ng") ("Circular"), has been distributed to Shareholders today, 31 January 2024.
Copies of the Circular may be obtained during normal business hours from the registered o?ce
of AEEI and from the o?ce of Vunani Sponsors, whose addresses are set out in the "Corporate
InformaHon and Advisors" secHon of the Circular. The Circular is also available on AEEI'S website
at hlps://aeei.co.za/investor-relaHons/noHces/.
3. NOTICE OF GENERAL MEETING
NoHce is hereby given that the General MeeHng will be held at 10:00 on Wednesday, 28 February
2024 to be conducted by and accessible to Shareholders, through electronic communicaHon as
envisaged in secHon 63(2)(a) of the Companies Act, the JSE LisHngs Requirements and clause 21
of the memorandum of incorporaHon of the Company, in order to consider and, if deemed fit,
approve with or without modificaHon, the resoluHons set out in the NoHce of General MeeHng.
Shareholders are referred to the "AcHon required by AEEI Shareholders in relaHon to the Scheme"
secHon of the Circular, commencing on page 4 thereof, which sets out the details regarding
electronic parHcipaHon at the General MeeHng.
4. SALIENT DATES AND TIMES
Shareholders are referred to the table below semng out the salient dates and Hmes in relaHon to
the Scheme.
Capitalised terms set out in this paragraph 4 that are not otherwise defined, bear the meanings
ascribed to them in the Circular.
2024
Record date for AEEI Shareholders to be recorded in the Register Friday, 26 January
in order to receive the Circular
Circular distributed to AEEI Shareholders and notice convening the Wednesday, 31 January
General Meeting released on SENS on
Notice convening the General Meeting published in the South Thursday, 1 February
African press on
Last day to trade in AEEI Shares in order to be recorded in the Tuesday, 20 February
Register to vote at the General Meeting on
Record date for AEEI Shareholders to be recorded in the Register Friday, 23 February
in order to be eligible to attend and participate in the General
Meeting and to vote thereat, by close of trade on
For administrative purposes, Forms of Proxy (yellow) in respect of Monday, 26 February
the General Meeting to be lodged at the Transfer Secretaries by
10:00 on
Last date and time for Shareholders to deliver a written notice to Wednesday, 28 February
AEEI objecting, in terms of section 164(3) of the Companies Act, to
the Scheme Resolution to be able to invoke Appraisal Rights by
10:00 on
General Meeting to be held at 10:00 on Wednesday, 28 February
Elections open on Wednesday, 28 February
Results of the General Meeting released on SENS on Wednesday, 28 February
Results of the General Meeting published in the South African press Thursday, 29 February
on
If the Scheme is approved by Shareholders at the General
Meeting
Last date for Shareholders who voted against the Scheme Wednesday, 6 March
Resolution to require AEEI to seek Court approval for the Scheme
Resolution in terms of section 115(3)(a) of the Companies Act, if the
Scheme Resolution was opposed by at least 15% (fifteen percent)
of the total voting rights that were exercised thereon
2024
Last day for Shareholders who voted against the Scheme Wednesday, 6 March
Resolution to apply to Court for leave to apply for a review of the
Scheme Resolution in terms of section 115(3)(b) of the Companies
Act on
Last date for AEEI to send objecting Shareholders notices of Wednesday, 13 March
adoption of the Scheme Resolution in accordance with section
164(4) of the Companies Act
Last day for Dissenting Shareholders, by reason of the adoption of Thursday, 28 March
the Scheme Resolution to make a demand to AEEI that AEEI pay
such Dissenting Shareholders the fair value of all AEEI Shares held
by them, in terms of section 164(7) of the Companies Act on
The following dates assume that all the Scheme Conditions are
fulfilled or, where applicable, waived and that neither Court
approval nor the review of the Scheme Resolution is required
and will be confirmed in the finalisation announcement:
Expected date on which the Scheme is declared wholly Tuesday, 9 April
unconditional and TRP clearance certificate received
Scheme Finalisation Date announcement expected to be released Tuesday, 16 April
on SENS by 11:00
Scheme Finalisation Date announcement expected to be published Wednesday, 17 April
in the South African press on
Scheme Last Day to Trade expected to be on Tuesday, 23 April
Trading in AEEI Shares on the JSE suspended from Wednesday, 24 April
commencement of trade expected to be on
Scheme Consideration Record Date, being the date on which Friday, 26 April
Scheme Participants must be recorded in the Register in order to
be eligible to receive the Scheme Consideration, by close of
business on
Elections to be received by 12:00 on Friday, 26 April
Expected Operative Date Monday, 29 April
Scheme Consideration to be settled by electronic funds transfer to Monday, 29 April
Scheme Participants who hold Certificated Exit Election Shares
who have lodged their Form of Surrender and Transfer (white) with
the Transfer Secretaries on or prior to 12:00 on the Scheme
Consideration Record Date
Scheme Participants who hold Dematerialised Exit Election Shares Monday, 29 April
will have their accounts with their CSDP or Broker credited with the
Scheme Consideration on
Expected termination of listing of AEEI Shares on the JSE at Tuesday, 30 April
commencement of trade expected to be on
Notes:
1. The above dates and times are subject to such changes as may be agreed to and approved
by the TRP and/or the JSE, if required. Any such amendment will be released on SENS.
2. Completed Forms of Proxy and the authority (if any) under which they are signed must be (i)
lodged with, posted or emailed to JSE Investor Services at 2 Gwen Lane, Sandown, Sandton,
2196 (PO Box 4844, Johannesburg, 2000 or at meeoax@jseinvestorservices.co.za, to be
received by them no later than 10:00 on Wednesday, 31 January 2024 or (ii) thereaqer
emailed to JSE Investor Services at the aforemenHoned email address (for the alenHon of
the chairperson of the General MeeHng) at any Hme before the proxy exercises any rights of
the AEEI Shareholder at such General MeeHng.
3. AEEI Shareholders should note that, as trade in AEEI Shares on the JSE is selled in the
electronic sellement system used by Strate, sellement of trades takes place three Business
Days aqer the date of such trades. Therefore, AEEI Shareholders who acquire AEEI Shares on
the JSE aqer close of trade on Tuesday, 20 February 2024, will not be enHtled to vote at the
General MeeHng.
4. AEEI Shareholders who wish to exercise their Appraisal Rights are referred to Annexure 5 to
the Circular for purposes of determining the relevant Hming for the exercise of their Appraisal
Rights.
5. The exercise of Appraisal Rights may result in changes to the above salient dates and Hmes
and AEEI Shareholders will be noHfied separately of the applicable dates and Hmes resulHng
from any such changes.
6. AEEI Shareholders who wish to exercise their right in terms of secHon 115(3) of the
Companies Act, to require the approval of a Court for the Scheme should refer to Annexure
4 to the Circular which includes an extract of secHon 115 of the Companies Act. Should
Shareholders exercise their rights in terms of secHon 115(3) of the Companies Act, the dates
and Hmes set out above may change, in which case an updated Hmetable will be released on
SENS.
7. Dematerialised Shareholders, other than those with Own-Name RegistraHon, must provide
their CSDP or Broker with their instrucHons for voHng at the General MeeHng by the cut-o?
Hme and date sHpulated by their CSDP or Broker in terms of their respecHve Custody
Agreements between them and their CSDP or Broker.
8. No dematerialisaHon or rematerialisaHon of AEEI Shares may take place from the
commencement of business on the Business Day following the Scheme Last Day to Trade.
The Scheme Last Day to Trade is expected to be on Tuesday, 23 April 2024.
9. If the General MeeHng is adjourned or postponed, the above dates and Hmes will change,
but the Forms of Proxy (yellow) submiled in respect of the iniHal General MeeHng will
remain valid in respect of any adjournment or postponement thereof.
10. Although the salient dates and Hmes are stated to be subject to change, such statement shall
not be regarded as consent or dispensaHon for any change to Hme periods which may be
required in terms of the Companies Act, the Companies RegulaHons and the LisHngs
Requirements, where applicable, and any such consents or dispensations must be specifically
applied for and granted.
11. All times referred to in the Circular are references to South African Standard Time.
5. RESPONSIBILITY STATEMENT
The Independent Board and the Board, individually and collectively, accept responsibility for the
information contained in this announcement which relates to AEEI, the Scheme and Delisting, and
certify that to the best of their knowledge and belief, such information contained in this
announcement is true and nothing has been omitted which is likely to affect the importance of
such information.
Cape Town
31 January 2023
Legal adviser to AEEI
Smith Tabata Buchanan Boyes Inc.
Sponsor to AEEI
Vunani Sponsors
Joint Sponsor to AEEI
Merchantec Capital
Date: 31-01-2024 04:48:00
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