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Distribution of Combined Circular and Notice convening a General Meeting of Bell Equipment Shareholders
BELL EQUIPMENT LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1968/013656/06
Share code: BEL ISIN: ZAE000028304
("Bell Equipment" or "the Company")
IA BELL AND COMPANY PROPRIETARY LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1964/005775/07
("IAB" or "the Offeror")
DISTRIBUTION OF COMBINED CIRCULAR AND NOTICE CONVENING A GENERAL MEETING OF
BELL EQUIPMENT SHAREHOLDERS
1. INTRODUCTION
1.1 Shareholders are referred to the joint firm intention announcement ("Firm Intention
Announcement") by Bell Equipment and IAB released on the Stock Exchange News Service of the
JSE Limited on Monday, 15 July 2024 and published in the South African press on Tuesday, 16 July
2024. Terms as defined in the Firm Intention Announcement are used in the remainder of this
announcement unless otherwise stated.
1.2 As inter alia set out in the Firm Intention Announcement Bell Equipment and IAB had entered into
an Implementation Agreement on 12 July 2024 in terms of which IAB agreed to express a firm
intention to make an offer ("IAB Offer") to acquire, by way of the Scheme, all of the Bell Equipment
Shares from Shareholders, save for 32 233 Treasury Shares, 67 040 093 Shares owned by IAB and
14 169 896 Shares held by certain Shareholders who are related to the founding family of Bell
Equipment, and certain third parties, collectively Concert Parties and Excluded Shareholders for
purposes of the IAB Offer, for a cash amount equal to R53.00 (or 5 300 cents) per Scheme Share.
2. DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
Shareholders are hereby advised that the Circular providing full details of the IAB Offer and the Scheme,
which includes, inter alia, the report by the Independent Expert, the opinion and recommendations of the
Independent Board, a notice to convene the General Meeting ("Notice of General Meeting"), a form of
proxy ("Proxy Form") and the other necessary forms to give effect to the Scheme, has been distributed
to Shareholders today, Tuesday, 13 August 2024. The Circular is also available on the Company's website
at www.bellir.co.za.
3. NOTICE OF GENERAL MEETING
3.1 Notice is hereby given that the General Meeting of Bell Equipment Shareholders will be held at
10:00 on Thursday, 12 September 2024, to be conducted by way of electronic communication to
consider and, if deemed fit, to approve, with or without modification, the resolutions set out in the
Notice of General Meeting ("Resolutions").
3.2 To this end, the Company has retained the services of The Meeting Specialist Proprietary Limited
("TMS") to remotely host the General Meeting on an interactive electronic platform in order to enable
remote participation by Shareholders or their proxies.
3.3 Shareholders are referred to the 'Action required by Shareholders in relation to the Scheme' section
of the Circular, commencing on page 5 thereof, which sets out the details regarding electronic
participation at the General Meeting.
4. IMPORTANT DATES AND TIMES RELATING TO THE SCHEME
Shareholders are referred to the table below setting out the important dates and times relating to the
Scheme.
2024
Record date to determine which Shareholders are entitled to receive the
Circular on Friday, 2 August
Circular distributed to Shareholders and notice convening the General
Meeting released on SENS on Tuesday, 13 August
Notice of General Meeting published in the South African press on Wednesday, 14 August
Last day to trade in order to be recorded in the Register on the Scheme
Voting Record Date in order to be eligible to vote at the General Meeting
on Tuesday, 3 September
Scheme Voting Record Date being 17:00 on Friday, 6 September
For administrative purposes only, Forms of Proxy to be lodged with TMS
by 10:00 on Tuesday, 10 September
Forms of Proxy emailed to TMS (for the attention of the chairperson of the
General Meeting) to be received via email and provided to the
chairperson, at any time before the proxy exercises any rights of the
Shareholder at the General Meeting on Thursday, 12 September
Last date and time for Shareholders to give notice to Bell Equipment
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 Thursday, 12 September
General Meeting of Shareholders to be held at 10:00 on Thursday, 12 September
Results of General Meeting released on SENS on Thursday, 12 September
Results of General Meeting published in the South African press on Friday, 13 September
If the Scheme is approved by Shareholders at the General Meeting:
Last date for Shareholders who voted against the Scheme Resolution to
require Bell Equipment to seek Court approval for the Scheme Resolution
in terms of section 115(3)(a) of the Companies Act (where applicable) on Thursday, 19 September
Last date for Shareholders who voted against the Scheme 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 Friday, 27 September
Last date for Bell Equipment to send objecting Shareholders notices of the
adoption of the Scheme Resolution in accordance with section 164(4) of
the Companies Act Friday, 27 September
The following dates assume that all conditions precedent to the
Scheme 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:
Issue of the compliance certificate by the TRP with respect to the Scheme
in terms of section 121(b) of the Companies Act on Monday, 30 September
Scheme Finalisation Date announcement expected to be released on
SENS by 11:00 on Tuesday, 1 October
Scheme Finalisation Date announcement expected to be published in the
South African press on Wednesday, 2 October
Scheme Last Day to Trade expected to be 17:00 on Tuesday, 8 October
Trading in Bell Equipment Shares on the JSE suspended from
commencement of trade expected to be on Wednesday, 9 October
Scheme Consideration Record Date to be recorded in the Register in
order to receive the Scheme Consideration expected to be on Friday, 11 October
Scheme Implementation Date expected to be on Monday, 14 October
Scheme Consideration payment to Dematerialised Shareholders
expected to be on Monday, 14 October
Scheme Consideration payment to Certificated Shareholders to take place
within five Business Days of (assuming surrender of Documents of Title
and duly completed Form of Surrender and Transfer (green)) Monday, 14 October
Termination of listing of Bell Equipment Shares on the JSE at
commencement of trade expected to be on Tuesday, 15 October
Notes:
1. The above dates and times are subject to such changes as may be agreed to by Bell Equipment and the
Offeror and approved by the Takeover Panel and/or the JSE, if required.
2. Completed Forms of Proxy and the authority (if any) under which they are signed must be (i) lodged with
TMS, First Floor, JSE Building, One Exchange Square, 2 Gwen Lane, Sandown, Sandton, 2196 or at
proxy@tmsmeetings.co.za, to be received, for administrative purposes, by no later than 10:00 on Tuesday,
10 September 2024 or (ii) thereafter emailed to TMS at the aforementioned email address (for the attention
of the chairperson of the General Meeting) at any time before the proxy exercises any rights of the Bell
Equipment Shareholder at such General Meeting.
3. Bell Equipment Shareholders should note that, as trade in Bell Equipment Shares on the JSE is settled in
the electronic settlement system used by Strate, settlement of trades takes place three Business Days
after the date of such trades. Therefore, Bell Equipment Shareholders who acquire Shares on the JSE
after the voting last day to trade, expected to be on Tuesday, 3 September 2024 and being the last day to
trade in Bell Equipment Shares so as to be recorded in the Register on the Scheme Voting Record Date,
will not be entitled to vote at the General Meeting.
4. Bell Equipment Shareholders who wish to exercise their Appraisal Rights are referred to Annexure 4 to
the Circular for purposes of determining the relevant timing for the exercise of their Appraisal Rights.
5. The exercise of Appraisal Rights may result in changes to the above salient dates and times and Bell
Equipment Shareholders will be notified separately of the applicable dates and times resulting from any
such changes.
6. Bell Equipment Shareholders who wish to exercise their right in terms of section 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 section 115 of the Companies Act. Should Shareholders exercise their rights in
terms of section 115(3) of the Companies Act, the dates and times set out above may change, in which
case an updated timetable will be released on SENS.
7. Dematerialised Shareholders, other than those with Own-Name Registration, must provide their CSDP or
Broker with their instructions for voting at the General Meeting by the cut-off time and date stipulated by
their CSDP or Broker in terms of their respective Custody Agreements between them and their CSDP or
Broker.
8. No Dematerialisation or rematerialisation of Bell Equipment 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, 8 October 2024.
9. If the General Meeting is adjourned or postponed, the above dates and times will change, but the Forms
of Proxy submitted for the initial General Meeting will remain valid in respect of any adjournment or
postponement of the General Meeting.
10. Although the salient dates and times are stated to be subject to change, such statement shall not be
regarded as consent or dispensation for any change to time periods which may be required in terms of the
Companies Act, the Companies Regulations and the JSE Listings Requirements, where applicable, and
any such consents or dispensations must be specifically applied for and granted.
11. All times referred to in this announcement and in the Circular are references to South African Standard
Time.
5. TAX IMPLICATIONS FOR BELL EQUIPMENT SHAREHOLDERS
The tax position of a Bell Equipment Shareholder in terms of the Scheme is dependent on such
Shareholder's individual circumstances, including but not limited to whether it holds the Bell Equipment
Shares as capital assets or as trading stock, whether the Shares are held by a Collective Investment
Scheme or Pension Fund and the tax jurisdiction in which the Shareholder is resident. It is recommended
that Bell Equipment Shareholders seek appropriate tax advice in this regard, including without limitation
as to whether capital gains tax applies.
6. RESPONSIBILITY STATEMENTS
6.1 The Independent Board (to the extent that the information relates to Bell Equipment) 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 Bell Equipment is true and this announcement does not omit anything that is likely to
affect the importance of such information.
6.2 The board of directors of IAB (to the extent that the information relates to IAB and the Excluded
Shareholders) 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 IAB is true and this announcement does not omit anything that is
likely to affect the importance of such information.
Richards Bay
13 August 2024
Corporate Advisor and Transactional Sponsor to Bell Equipment
Merchantec Capital
Legal Advisor to Bell Equipment
Webber Wentzel
Corporate Advisor to IAB
Investec Bank Limited
Legal Advisor to IAB
ENS
Independant Expert
BDO Corporate Finance Proprietary Limited
Date: 13-08-2024 04:06:00
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