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Distribution of circular and notice of general meeting
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”)
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
Unless otherwise defined, all capitalised terms used in this announcement shall bear the same meanings
ascribed thereto in the Circular referred to below.
1. INTRODUCTION
L2D Shareholders are referred to the Firm Intention Announcement released by L2D and LGL on
SENS on Thursday, 27 July 2023 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 and L2D Shares that are held by Dissenting Shareholders.
2. POSTING OF CIRCULAR
L2D Shareholders are advised that the Circular containing, inter alia, further details of the Scheme
together with a Notice of General Meeting of L2D shareholders to be held for purposes of
considering and, if deemed fit, passing the Resolutions that will, inter alia, approve the Scheme, was
distributed to L2D Shareholders today, Friday, 25 August 2023.
A copy of the Circular is available on L2D’s website at www.liberty2degrees.co.za.
3. NOTICE CONVENING THE GENERAL MEETING
Notice is hereby given to L2D Shareholders that a General Meeting of L2D Shareholders will be held
entirely electronically at 10:00 on Friday, 22 September 2023 (or any adjourned or postponed date
determined in accordance with the provisions of section 64(11) of the Companies Act and the L2D
MOI, read with the Listings Requirements) to consider and, if deemed fit, pass, with or without
modification, the Resolutions set out in the Notice of General Meeting.
4. IMPORTANT DATES AND TIMES RELATING TO THE SCHEME
2023
Record date to determine which L2D Shareholders are eligible to receive Friday, 18 August
the Circular
Circular distributed to L2D Shareholders and Notice of General Meeting Friday, 25 August
published on SENS on
Notice of distribution of the Circular and Notice of General Meeting Monday, 28 August
published in the South African press on
Last day to trade L2D Shares in order to be recorded in the Register to Tuesday, 12 September
attend, participate in and vote at the General Meeting (refer to note 2
below)
Record date for L2D Shareholders to be recorded in the Register in order Friday, 15 September
to be eligible to attend, participate in and vote at the General Meeting,
being the "Voting Record Date", close of trade on
Last day and time to lodge forms of proxy (yellow) with the Transfer Wednesday, 20 September
Secretaries, for administrative purposes, 10:00 on (refer to note 3 below)
Last time for L2D Shareholders who wish to object to the Scheme to give Friday, 22 September
notice to L2D of their objections to the Scheme Resolution in terms of
section 164(3) of the Companies Act, 10:00 on
Forms of Proxy (yellow) not lodged with the Transfer Secretaries to be Friday, 22 September
submitted to the chairperson of the General Meeting at any time before
the proxy exercises any rights of the L2D Shareholder at the General
Meeting on
General Meeting to be held, entirely electronically, at 10:00 on Friday, 22 September
Results of the General Meeting released on SENS on or about Friday, 22 September
Results of the General Meeting published in the South African press on or Tuesday, 26 September
about
If the Scheme is approved by L2D Shareholders at the General Meeting:
Last day for L2D Shareholders who voted against the Scheme to require Monday, 2 October
L2D to seek Court approval for the Scheme in terms of section 115(3)(a) of
the Companies Act, if at least 15% of the total votes of L2D Shareholders at
the General Meeting were exercised against the Scheme
Last day for L2D Shareholders who voted against the Scheme to apply for a Monday, 9 October
Court to review the Scheme in terms of section 115(3)(b) of the Companies
Act if less than 15% of the total votes of L2D Shareholders at the General
Meeting were exercised against the Scheme
Last date for L2D to give notice of adoption of the Scheme Resolution to Monday, 9 October
Dissenting Shareholders in accordance with section 164(4) of the
Companies Act
Assuming notice of adoption of the Scheme Resolution is given to Monday, 23 October
Dissenting Shareholders on Friday, 22 September 2023, being the last day
for Dissenting Shareholders to make a demand to L2D that L2D pay such
Dissenting Shareholders the fair value of all L2D Shares held by them, in
terms of section 164(7) of the Companies Act
The following dates assume that no Court approval of the Scheme is
required and that all Scheme Conditions are fulfilled or, if applicable,
waived by 26 October 2023. These dates will be confirmed in the
finalisation announcement if the Scheme becomes Operative:
TRP Compliance Certificate issued in terms of section 121(b) of the Thursday, 26 October
Companies Act, expected on or about
Finalisation announcement with regard to the Scheme and Clean-Out Friday, 27 October
Distribution expected to be published on SENS before 11:00 on
Finalisation announcement with regard to the Scheme and Clean-Out Monday, 30 October
Distribution expected to be published in the South African press on
Expected last day to trade, being the last day to trade L2D Shares on the Tuesday, 7 November
JSE in order to participate in the Scheme and receive the Clean-Out
Distribution
Expected suspension of the listing of L2D Shares on the JSE at the Wednesday, 8 November
commencement of trade on
Expected "Scheme Record Date", being the date on which Scheme Friday, 10 November
Participants must be recorded in the Register to receive the Scheme
Consideration and receive the Clean-Out Distribution, by close of trade on
Expected "Scheme Implementation Date" and payment of Clean-Out Monday, 13 November
Distribution to all Qualifying L2D Shareholders on or about
Certificated Scheme Participants who have: (i) lodged their Form of Monday, 13 November
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 expected to have the Scheme
Consideration and Clean-Out Distribution paid into their nominated bank
accounts by way of EFT on or about
Dematerialised Scheme Participants expected to have their bank accounts Monday, 13 November
credited with the Scheme Consideration and Clean-Out Distribution on or
about
Expected date for termination of the listing of L2D Shares in terms of the Tuesday, 14 November
Scheme at the commencement of trade on the JSE on
Notes:
1. All of the above dates and times are subject to change as may be agreed between L2D and LGL, with the approval of the JSE and
TRP, if required. The dates have been determined based on certain assumptions regarding the dates by which certain Regulatory
Approvals including, but not limited to, those of the JSE and TRP, will be obtained and that no Court approval of the Scheme will
be required. Any change will be released on SENS and published in the South African press.
2. L2D Shareholders should note that as transactions in shares are settled in the electronic settlement system used by Strate,
settlement of a trade takes place three Business Days after such trade. Therefore, Persons who acquire L2D Shares after close
of trade on Tuesday, 12 September 2023, will not be eligible to attend, participate in and vote at the General Meeting, as the
Voting Record Date is Friday, 15 September 2023. Provided the Scheme is approved and L2D Shareholders acquire their L2D
Shares on or prior to the Scheme Last Day to Trade (expected to be Tuesday, 7 November 2023), such L2D Shareholders will be
eligible to participate in the Scheme, as the expected Scheme Record Date is Friday, 10 November 2023.
3. Certificated Shareholders and Dematerialised Shareholders with Own-Name Registration may submit a Form of Proxy (yellow)
at any time before the commencement of the General Meeting (or any adjournment or postponement of the General Meeting)
or submit it to the chairperson of the General Meeting before the appointed proxy exercises any of the relevant L2D
Shareholder's rights at the General Meeting (or any adjournment or postponement of the General Meeting), provided that
should a L2D Shareholder lodge a Form of Proxy (yellow) with the Transfer Secretaries less than 48 hours (excluding Saturdays,
Sundays and gazetted, national public holidays) before the General Meeting, such L2D Shareholder will also be required to
furnish a copy of such Form of Proxy (yellow) to the chairperson of the General Meeting by emailing it to the Company Secretary
of L2D at ben.swanepoel@liberty2degrees.co.za and copying the Transfer Secretaries at proxy@computershare.co.za before
the appointed proxy exercises any of such L2D Shareholder's rights at the General Meeting (or adjourned or postponed General
Meeting). Dematerialised Shareholders without Own-Name Registration who wish to attend the General Meeting, or appoint
a proxy to represent them at the General Meeting, should instruct their CSDPs or Brokers to issue them with the necessary
letters of representation to attend the General Meeting, in the manner stipulated in their Custody Agreement.
4. If the General Meeting is adjourned or postponed, Forms of Proxy (yellow) submitted for the initial General Meeting will remain valid in respect
of any adjournment or postponement of the General Meeting.
5. If the Scheme becomes Operative, Certificated L2D Shares may not be Dematerialised or rematerialised after the Scheme Last Day
to Trade.
5. RESPONSIBILITY STATEMENTS
The Independent 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 board of directors of LGL (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
25 August 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: 25-08-2023 07:05:00
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