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IBEX INVESTMENT HOLDINGS LIMITED - Finalisation Announcement in respect of the Scheme of Arrangement to acquire all the Ibex Preference Shares

Release Date: 10/06/2024 10:30
Code(s): IBX     PDF:  
Wrap Text
Finalisation Announcement in respect of the Scheme of Arrangement to acquire all the Ibex Preference Shares

IBEX INVESTMENT HOLDINGS LIMITED
(Formerly Steinhoff Investment Holdings Limited)
Incorporated in the Republic of South Africa
(Registration number: 1954/001893/06)
JSE share code: IBX ISIN: ZAE000068367
("Ibex" or "the Company")

FINALISATION ANNOUNCEMENT IN RESPECT OF THE OFFER TO IBEX PREFERENCE
SHAREHOLDERS TO ACQUIRE ALL THEIR PREFERENCE SHARES, TO BE IMPLEMENTED BY WAY OF
A SCHEME OF ARRANGEMENT AND SUBSEQUENT DELISTING OF IBEX

Unless the context indicates otherwise, terms used in this announcement bear the same meaning given to
such terms in the Circular referred to in paragraph 1.1 below.

1.     INTRODUCTION

       Shareholders are referred to the Circular to Shareholders dated Thursday, 2 May 2024, relating to the
       offer to Ibex Preference Shareholders to acquire all their Preference Shares by way of a scheme of
       arrangement and subsequent Delisting of Ibex.

       Shareholders are also referred to the announcement published on SENS on Thursday, 23 May 2024
       confirming that all resolutions to approve and give effect to the Scheme were passed by the requisite
       majority of Shareholders.

       The Board and the Independent Board are pleased to announce that all of the Scheme Conditions
       Precedent have now been fulfilled and that the Scheme has accordingly become unconditional with effect
       from Monday, 10 June 2024. The TRP has also earlier today issued its compliance certificate in respect
       of the Scheme in terms of section 121(b)(i) of the Companies Act.

2.     SALIENT DATES AND TIMES

       Accordingly, Ibex will proceed with the implementation of the Scheme in accordance with the following
       salient dates and times:

       Event                                                                                                    2024
       Last day to trade Preference Shares(1) in order for Preference Shareholders
       to be recorded in the Register on the Scheme Record Date to receive the
       Scheme Consideration on                                                                      Tuesday, 18 June
       Suspension of listing of Preference Shares from the Main Board of the JSE
       at commencement of trading on                                                              Wednesday, 19 June
       Last day to deliver Form of Surrender (pink) in respect of the Scheme and
       Documents of Title (in order to receive the Scheme Consideration on the
       Scheme Operative Date) to be received by the Transfer Secretaries, by
       12h00 on                                                                                      Friday, 21 June
       Scheme Record Date, being the date and time on which Preference
       Shareholders must be recorded in the Register to receive the Scheme
       Consideration, by 17h00 on                                                                    Friday, 21 June
       Scheme Operative Date on                                                                      Monday, 24 June
       Dematerialised Scheme Participants to have their accounts (held at their
       CSDP or Broker) debited with the Scheme Shares and credited with the
       Scheme Consideration on                                                                       Monday, 24 June
       Date of settlement of the Scheme Consideration to be paid electronically to
       Certificated Scheme Participants (if the Form of Surrender (pink) in respect
       of the Scheme and Documents of Title are received by the Transfer
       Secretaries by 12h00 on the Scheme Record Date) on                                            Monday, 24 June
       Termination of listing of the Preference Shares on the Main Board of the
       JSE at the commencement of trade on                                                          Tuesday, 25 June

       Notes
       (1) For the purpose of being eligible to participate in the Scheme, no Dematerialisation or re-materialisation
       of Preference Shares may take place after the last day to trade Preference Shares for the Scheme.

3.     RESPONSIBILITY STATEMENT

       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 Ibex, the Scheme and the
       Delisting, 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. The
       Independent Board and the Board have made all reasonable enquiries to ascertain that no facts have
       been omitted and this announcement contains all information required by law, the Companies Act and
       the Listings Requirements.


Cape Town
10 June 2024

Financial Advisor and Transaction               Legal Advisor                Independent Professional
            Sponsor                                                                   Expert

     Investec Bank Limited                           CDH                               BDO

Date: 10-06-2024 10:30:00
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