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Posting of the circular, notice of general meeting, salient dates and times and further shareholder support
METAIR INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1948/031013/06
ISIN: ZAE000090692
JSE and A2X share code: MTA
("Metair" or the "Company")
POSTING OF THE CIRCULAR, NOTICE OF GENERAL MEETING, SALIENT DATES AND TIMES AND FURTHER SHAREHOLDER SUPPORT FOR THE DISPOSAL
Unless otherwise defined herein, capitalised words and terms contained in this announcement shall bear the same
meanings ascribed thereto in the announcement published by Metair on SENS on Tuesday, 17 September 2024
("Announcement").
1. INTRODUCTION
Shareholders are referred to the Announcement wherein it was advised that Metair and MIH entered into a SPA
with Quexco in terms of which MIH will dispose of its entire shareholding in Metair Türkiye to the Purchaser for the
Disposal Consideration.
2. POSTING OF THE CIRCULAR
Shareholders are advised that the Circular (incorporating a notice convening the General Meeting), has been
posted to Shareholders today, 30 September 2024. The Circular is also available on Metair's website at
https://www.metair.co.za/investors/circulars/.
To obtain a thorough understanding of the Disposal, Shareholders are advised to refer to the full terms
and conditions pertaining thereto, as set out in the Circular.
3. NOTICE OF GENERAL MEETING
The General Meeting will be held at 14:00 on Tuesday, 29 October 2024 (subject to any cancellation, postponement
or adjournment thereof) in order to consider and, if deemed appropriate, approve, with or without modification, the
resolution required to approve the Disposal, as set out in the notice convening the General Meeting incorporated
into the Circular.
Metair has determined that the General Meeting will be held at Metair's registered office, Suite 7, Ground Floor,
Building No. 2, Oxford and Glenhove, 114 Oxford Road, Houghton Estate, Johannesburg, 2198, Republic of
South Africa and through an electronic interactive platform hosted by The Meeting Specialist Proprietary Limited
("TMS"), as permitted in terms of clause 16.5 of Metair's memorandum of incorporation, the JSE Listings
Requirements and section 63(2)(b) of the Companies Act, No. 71 of 2008. The electronic interactive platform
employed will enable all persons participating in the General Meeting to communicate concurrently with each other
and without an intermediary, and to participate reasonably effectively in the General Meeting.
TMS will assist Shareholders with the requirements for electronic attendance, participation in, and voting at the
General Meeting. Shareholders who wish to electronically attend, participate in and vote at the General Meeting
are required to contact TMS at proxy@tmsmeetings.co.za or on +27 84 433 4836; +27 81 711 4255; or
+27 61 440 0654 as soon as possible, so as to be received, for administrative reasons, by no later than 14:00 on
Friday, 25 October 2024.
Although voting will be permitted by way of electronic communication, Shareholders are encouraged to make use
of proxies for purposes of voting at the General Meeting.
The costs of participation in the General Meeting by electronic communication will be for the expense of
Shareholders or their proxies and they will be billed separately by their service providers. Neither Metair nor TMS
will be held liable for any loss, injury, damage, penalty or claim arising from the use of the electronic communication
services or any defect in respect thereof or from a total or partial failure of the electronic communication services
for any reason whatsoever, including loss of network connectivity or other network failure due to, inter alia,
insufficient airtime, internet connectivity, internet bandwidth and/or power outages which prevent a Shareholder or
its proxy from attending, participating in and/or voting at the General Meeting.
4. SALIENT DATES AND TIMES
Event (refer to notes 1 and 2) 2024
Record date to determine which Shareholders are entitled to receive the Friday, 20 September
Circular, on
Publication of the Circular to Shareholders, on Monday, 30 September
The last day to trade in Metair Shares in order to be recorded in the Metair Tuesday, 15 October
register ("Metair Register") and thereby be eligible to attend, participate in
and vote at the General Meeting ("General Meeting LDT"), on (refer to
notes 3 and 4)
General Meeting record date, being the date on which a Shareholder must Friday, 18 October
be recorded in the Metair Register to be eligible to attend, participate in and
vote at the General Meeting, on
Forms of Proxy (incorporated into the Circular) to be received by TMS by Friday, 25 October
14:00, on (refer to notes 5, 6 and 7)
General Meeting to be held at 14:00, on Tuesday, 29 October
Results of the General Meeting published on SENS and A2X news service Wednesday, 30 October
("ANS"), on or about
Notes:
1. The dates and times set out in the above timetable (and in the Circular) are subject to change by Metair, with the approval of the
JSE, if required. Any such change will be published on SENS and ANS.
2. All times given in the Circular are in South African Standard Time, unless otherwise stated.
3. Shareholders should note that, since trades in Metair Shares are settled by way of the electronic settlement system used by Strate
Proprietary Limited ("Strate"), settlement will take place 3 business days after the date of a trade. Therefore, persons who acquire Metair
Shares after the General Meeting LDT, being, Tuesday, 15 October 2024, will not be entitled to attend, participate in or vote at the
General Meeting.
4. No dematerialisation or rematerialisation of Metair Shares by Shareholders may take place on or after the business day following the
General Meeting LDT until the General Meeting record date.
5. Dematerialised Shareholders, other than those with "own name" registration, must provide their central securities depository participant
("CSDP") with their instructions for voting at the General Meeting by the cut-off date and time stipulated by their CSDP in terms of their
respective custody agreements.
6. Any form of proxy not delivered to TMS, so as to be received by 14:00 on Friday, 25 October 2024, may be delivered to the chairperson
of the General Meeting before the start of the General Meeting and before such Shareholder's voting rights are exercised at the General
Meeting.
7. If the General Meeting is adjourned or postponed, the forms of proxy submitted for the initial General Meeting will remain valid in respect
of any adjournment or postponement of the General Meeting.
5. FURTHER SHAREHOLDER SUPPORT FOR THE DISPOSAL
Shareholders were advised in the Announcement that Metair had obtained a binding irrevocable in support of the
Ordinary Resolution from Value Capital Partners, a Shareholder holding 39 075 118 Metair Shares (including
Metair Shares held on behalf of its clients), representing c. 19.64% of the Metair Shares.
Metair is pleased to advise that since the publication of the Announcement, further support in the form of non-
binding letters of support have been obtained from asset managers acting on behalf of their clients holding
65 285 837 Metair Shares, representing c. 32.81% of the Metair Shares, bringing total support in respect of the
Ordinary Resolution to 52.45% of the Metair Shares.
Johannesburg
30 September 2024
Sponsor and Transaction Sponsor to Metair
One Capital
South African Legal Advisor to Metair
Webber Wentzel
Sole Financial Advisor to Metair
Rand Merchant Bank (a division of FirstRand Bank
Limited) (a partner firm of Clairfield International)
Legal Advisor to Metair
Linklaters
Date: 30-09-2024 07:05:00
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