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Notice convening the Scheme Meeting of Cognition Shareholders
COGNITION HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/010640/06)
Share code: CGN ISIN: ZAE000197042
("Cognition" or "the company")
NOTICE CONVENING THE SCHEME MEETING OF COGNITION SHAREHOLDERS
Shareholders are referred to the Firm Intention Announcement released on SENS on Thursday,14 March 2024 and in the press on Friday,
15 March 2024 wherein they were advised that the board of directors of the company had received an offer from Caxton and CTP Publishers
and Printers Limited to acquire 100% of the issued share capital of the Company not already held by it and its associates. The offer is to be
implemented by means of a scheme of arrangement in terms of sections 114 and 115 of the Companies Act, 2008.
Shareholders are advised that the Scheme Meeting of Cognition Shareholders will be held at 10h00 on Friday, 24 May 2024 at the offices of the
Company at Caxton House, 368 Jan Smuts Avenue, Craighall Park, Johannesburg.
Further information regarding the Offer and the Scheme Meeting is available in the Scheme Circular which was distributed to Shareholders
today, Friday, 19 April 2024.
2024
Record date for Cognition Shareholders to be recorded in the Register in order to receive this Circular Friday, 12 April
Circular posted to Cognition Shareholders and notice convening the General Meeting to consider the Scheme
released on SENS on Friday, 19 April
Notice convening the Scheme Meeting published in the South African press on Monday, 22 April
Last day to trade Cognition Shares in order to be recorded in the Register on the Scheme Voting Record Date on Tuesday, 14 May
Scheme Voting Record Date being 17h00 on Friday, 17 May
Proxy forms to be lodged at Transfer Secretaries by 10h00 on Wednesday, 22 May
Last date and time for Cognition Shareholders to give notice to the Company objecting, in terms of section 164(3)
of the Companies Act, to the special resolution approving the Scheme for purposes of the Appraisal Rights by
10h00 on Friday, 24 May
Proxy forms not lodged with Transfer Secretaries to be handed to the Chairman of the Scheme Meeting before
10h00 on Friday, 24 May
Scheme Meeting of Cognition Shareholders to be held at 10h00 on Friday, 24 May
Results of Scheme Meeting and Finalisation details released on SENS on Friday, 24 May
Results of Scheme Meeting and Finalisation details published in the South African press on Monday, 27 May
If the Scheme is approved by Cognition Shareholders at the Scheme Meeting, the following dates are based on
the assumption that neither court approval nor the review of the Scheme is required and will be confirmed in the
finalisation announcement if the Scheme becomes unconditional:
Last Day to Trade – entitlement to Scheme Consideration Tuesday, 4 June
Suspension of listing of Cognition Shares at the commencement of trade on the JSE on Wednesday, 5 June
Scheme Consideration Record Date to be recorded in the Register in order to receive the Scheme Consideration Friday, 7 June
expected to be on or about
Expected Operative Date and payment of Scheme Consideration:
- Scheme Consideration will be sent by EFT or by cheque to certificated Cognition Shareholders who have
lodged their Form of Surrender with the Transfer Secretaries on or prior to 12:00 on the Scheme Consideration
Record Date, on or about
- Dematerialised Scheme Participants expected to have their accounts with the CSDP or broker credited with
the Scheme consideration on or about Monday, 10 June
Expected termination of the listing of Cognition Shares on the JSE at the commencement of trade on or about Tuesday, 11 June
Restricted jurisdictions
To the extent that the distribution of this Circular in certain jurisdictions outside of South Africa may be restricted or prohibited by the laws of
such foreign jurisdiction then this Circular is deemed to have been provided for information purposes only and neither the Cognition Board
nor the Caxton Board accepts any responsibility for any failure by Scheme Participants to inform themselves about, and to observe, any
applicable legal requirements in any relevant foreign jurisdiction.
Scheme Participants who are in doubt as to their position should consult their professional advisors.
Termination of listing of Cognition Shares
Following implementation of the Scheme, Cognition will be a wholly owned subsidiary of Caxton and the listing of the Cognition Shares will be
terminated on the JSE.
Tax implications for Cognition Shareholders
The tax treatment of Scheme Participants is dependent on their individual circumstances and on the tax jurisdiction applicable to such
Scheme Participants. It is recommended that the Scheme Participants seek appropriate advice in this regard.
Takeover Regulation Panel approval
Cognition Shareholders should take note that in terms of section 201(3) of the Companies Act the TRP does not consider commercial
advantages or disadvantages of affected transactions when it approves such transactions.
Responsibility statements
The Cognition Board, the Independent Board and the Caxton Board accept responsibility for the information contained in this announcement,
and certify that, to the best of their respective knowledge and belief, the information is true and, where appropriate, this announcement does
not omit anything likely to affect the importance of the information included.
Johannesburg
19 April 2024
Sponsor
AcaciaCap Advisors Proprietary Limited
Date: 19-04-2024 04:44:00
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information disseminated through SENS.
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