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Distribution of Combined Circular and Notice Convening a General Meeting of Workforce Shareholders
WORKFORCE HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 2006/018145/06)
Share code: WKF ISIN: ZAE000087847
("Workforce" or "the Company")
FORCE HOLDINGS PROPRIETARY LIMITED
Incorporated in the Republic of South Africa
Registration number 1973/013522/07
("Force Holdings" or "the Offeror")
DISTRIBUTION OF COMBINED CIRCULAR AND NOTICE CONVENING A GENERAL MEETING OF
WORKFORCE SHAREHOLDERS
1. INTRODUCTION
1.1 Shareholders are referred to the joint firm intention announcement ("Firm Intention
Announcement") by Workforce and Force Holdings released on the Stock Exchange News Service
of the JSE Limited on Monday, 21 October 2024 and published in the South African press on
Tuesday, 22 October 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, Workforce and Force Holdings entered into
an Implementation Agreement on 18 October 2024 in terms of which Force Holdings agreed to
express a firm intention to make an offer ("Force Holdings Offer") to acquire, by way of the Scheme,
all of the Workforce Shares, save for:
1.2.1 111 216 111 Shares already directly held by Force Holdings; and
1.2.2 those Workforce Shares held by the Excluded Shareholders (who are regarded as Concert
Parties), which Shares comprise (i) 65 860 000 Shares owned and/or controlled by Little
Kittens; (ii) 42 900 000 Shares owned and/or controlled by Verbicept; (iii) 14 870 000
Shares owned by Pha Phama; and (iv) 2 159 707 Treasury Shares,
for a cash amount equal to R1.65 (or 165 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 Force Holdings 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 and other necessary forms to give effect to the Scheme, has been distributed
to Shareholders today, Wednesday, 13 November 2024. The Circular is also available on the Company's
website at www.workforce.co.za.
3. NOTICE OF GENERAL MEETING
3.1 Notice is hereby given that the General Meeting of Workforce Shareholders will be held at 10:00 on
Thursday, 11 December 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 Shareholders are referred to the 'Action required by Shareholders in relation to the Scheme' section
of the Circular, commencing on page 6 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 Friday, 8 November
Circular distributed to Shareholders and notice convening the General
Meeting released on SENS on Wednesday, 13 November
Notice of General Meeting published in the South African press on Thursday, 14 November
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 Tuesday, 3 December
Scheme Voting Record Date being 17:00 on Friday, 6 December
For administrative purposes only, Forms of Proxy to be lodged with JSE
Investor Services by 10:00 on Monday, 9 December
Forms of Proxy emailed to JSE Investor Services (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 Wednesday, 11 December
Last date and time for Shareholders to give notice to Workforce 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 Wednesday, 11 December
General Meeting of Shareholders to be held at 10:00 on Wednesday, 11 December
Results of General Meeting released on SENS on Wednesday, 11 December
Results of General Meeting published in the South African press on Thursday, 12 December
If the Scheme is approved by Shareholders at the General Meeting:
Last date for Shareholders who voted against the Scheme Resolution to
require Workforce to seek Court approval for the Scheme Resolution in
terms of section 115(3)(a) of the Companies Act (where applicable) Thursday, 19 December
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 Monday, 30 December
Last date for Workforce to send objecting Shareholders notices of the
adoption of the Scheme Resolution in accordance with section 164(4) of
the Companies Act Monday, 30 December
2025
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 Monday, 3 February
Scheme Finalisation Date announcement expected to be released on
SENS by 11:00 on Tuesday, 4 February
Scheme Finalisation Date announcement expected to be published in the
South African press on Wednesday, 5 February
Scheme Last Day to Trade expected to be 17:00 on Tuesday, 11 February
Trading in Workforce Shares on the JSE suspended from
commencement of trade expected to be on Wednesday, 12 February
Scheme Consideration Record Date to be recorded in the Register in
order to receive the Scheme Consideration expected to be on Friday, 14 February
Scheme Implementation Date expected to be on Monday, 17 February
Scheme Consideration payment to Dematerialised Shareholders
expected to be on Monday, 17 February
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)) on Monday, 17 February
Termination of listing of Workforce Shares on the JSE at commencement
of trade expected to be on Tuesday, 18 February
Notes:
1. The above dates and times are subject to such changes as may be agreed to by Workforce 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 JSE Investor Services, Fifth Floor, JSE Building, One Exchange Square, 2 Gwen Lane,
Sandown, Sandton, 2196 or at meetfax@jseinvestorservices.co.za, to be received, for administrative
purposes, by no later than 10:00 on Monday, 9 December 2024 or (ii) thereafter emailed to JSE
Investor Services 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 Workforce Shareholder at
such General Meeting.
3. Workforce Shareholders should note that, as trade in Workforce 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, Workforce Shareholders who acquire Shares on the JSE
after the voting last day to trade, expected to be on Tuesday, 3 December 2024 and being the last
day to trade in Workforce 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. Workforce 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
Workforce Shareholders will be notified separately of the applicable dates and times resulting from
any such changes.
6. Workforce 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 Workforce 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, 11 February 2025.
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 the Circular are references to South African Standard Time.
5. TAX IMPLICATIONS FOR WORKFORCE SHAREHOLDERS
The tax position of a Workforce Shareholder in terms of the Scheme is dependent on such Shareholder's
individual circumstances, including but not limited to whether it holds the Workforce 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 Workforce
Shareholders seek appropriate tax advice in this regard, including without limitation whether capital gains
tax applies.
6. RESPONSIBILITY STATEMENTS
6.1 The Independent Board (to the extent that the information relates to Workforce) 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 Workforce is true and this announcement does not omit anything that is likely to affect
the importance of such information.
6.2 The sole director of Force Holdings (to the extent that the information relates to Force Holdings
and the Excluded Shareholders) accepts responsibility for the information contained in this
announcement and certifies that, to the best of his knowledge and belief, the information
contained in this announcement relating to Force Holdings and the Excluded Shareholders is true
and this announcement does not omit anything that is likely to affect the importance of such
information.
Johannesburg
13 November 2024
Corporate Advisor and Transaction Sponsor to Workforce
Merchantec Capital
Legal Advisor to Workforce
Webber Wentzel
Legal Advisor to Force Holdings
ENS
Independent Expert
Nodus Capital TS
Date: 13-11-2024 04:30:00
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