THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
The definitions and interpretations commencing on page 16 of this Circular apply throughout this Circular unless otherwise indicated.
If you are in any doubt as to the action you should take, please consult your broker, CSDP, attorney, accountant, banker or other
professional advisor immediately.
If you have disposed of all your Astrapak Shares, then this Circular, together with the accompanying Notice(s), the Form(s) of Proxy
and the Form(s) of Surrender, should be forwarded to the purchaser to whom, or the broker, agent, CSDP or banker through whom, you
disposed of your Astrapak Shares.
Shareholders should note that, whilst the entire Circular is important and should be read in its entirety, particular attention should be paid
to the sections entitled “Action required by Astrapak Ordinary Shareholders” and “Action required by Astrapak Preference Shareholders”
commencing on pages 4 and 8 of this Circular, respectively.
ASTRAPAK LIMITED
RPC GROUP PLC
Incorporated in the Republic of South Africa
(Registration number 1995/009169/06)
Share code: APK ISIN: ZAE000096962
Share code: APKP ISIN: ZAE000087201
(“Astrapak” or “the Company”)
Incorporated in England and Wales
(Company Number 2578443)
ISIN: GB0007197378
LSE share code: RPC
(“RPC”)
CIRCULAR TO ASTRAPAK SHAREHOLDERS
regarding
•
•
•
•
•
•
the Ordinary Share Scheme proposed by the Astrapak Board to Ordinary Shareholders, in terms of section 114 of the Companies
Act, which, if implemented, will result in RPC acquiring all of the Ordinary Scheme Shares from Ordinary Scheme Participants
(other than certain Excluded Ordinary Shares) for a minimum cash consideration of no less than R6.40 per Ordinary Scheme
Share;
the delisting of the Astrapak Ordinary Shares from the JSE;
the Preference Share Scheme proposed by the Astrapak Board to Preference Shareholders, in terms of section 114 of the
Companies Act, which, if implemented, will result in Astrapak voluntarily repurchasing all of the Preference Scheme Shares
from Preference Share Scheme Participants for a cash consideration of R100.00 per Preference Scheme Share;
the delisting of the Astrapak Preference Shares from the JSE;
the proposed unbundling by Astrapak of all its Shares in Master Plastics to Astrapak Ordinary Shareholders by way of a
distribution in specie in terms of section 46 of the Companies Act and section 46 of the Income Tax Act, in the intended ratio of
one Master Plastics Share for every one Astrapak Ordinary Share held at the close of business on the Unbundling Record Date;
the proposed listing of Master Plastics on the AltX;
and incorporating
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•
•
•
•
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•
•
•
•
the reports prepared by the Independent Expert in terms of section 114(3) of the Companies Act;
a copy of sections 115 and 164 of the Companies Act;
a Notice convening the General Meeting of Astrapak Shareholders (purple);
a Form of Proxy in respect of the General Meeting of Astrapak Shareholders for use by Certificated Ordinary Shareholders and
“own-name” Dematerialised Ordinary Shareholders, and Certificated Preference Shareholders and “own-name” Dematerialised
Preference Shareholders only, as the case may be (pink);
a Notice convening the Ordinary Share Scheme Meeting (white);
a Form of Proxy in respect of the Ordinary Share Scheme Meeting for use by Certificated Ordinary Shareholders and “own‑name”
Dematerialised Ordinary Shareholders only (yellow);
a Form of Surrender for use by Certificated Ordinary Shareholders only (orange);
a Notice convening the Preference Share Scheme Meeting (blue);
a Form of Proxy in respect of the Preference Share Scheme Meeting for use by Certificated Preference Shareholders and
“own‑name” Dematerialised Preference Shareholders only (green); and
a Form of Surrender for use by Certificated Preference Shareholders only (grey).
Corporate Advisor and Transaction
Sponsor to Astrapak
Legal Advisor and Tax Advisor
to Astrapak
Independent Reporting Accountants
and Auditors to Astrapak
Independent Expert
Corporate Advisor to RPC
Legal Advisor to RPC
Date of issue: 7 April 2017
Additional copies of this Circular, in its printed format, may be obtained from the Company at Rivonia Village, 2nd Floor, Corner Mutual Road and Rivonia
Boulevard, Rivonia, Johannesburg, 2191, and from the Corporate Advisor and Transaction Sponsor to Astrapak at 2nd Floor, North Block, Hyde Park
Office Tower, Corner 6th Road and Jan Smuts Avenue, Hyde Park, 2196, during normal business hours from Friday, 7 April 2017 up to and including Friday,
12 May 2017. This Circular will also be available on the Astrapak website (www.astrapak.co.za) from the commencement of normal business hours on Friday,
7 April 2017. Copies of this Circular are available in the English language only.
CORPORATE INFORMATION
Astrapak Limited
RPC Group PLC
Date of incorporation: 3 May 1933
Date of incorporation: 31 January 1991
Place of incorporation: South Africa
Place of incorporation: England and Wales
Company Secretary and registered office
Salome Ratlhagane (Bcom (Accounting) (Hons), CA(SA))
5 Kruger Street
Denver
Johannesburg, 2001
(PO Box 75769, Gardenview, 2047)
Company Secretary and registered office
Nick Giles (MA FCIS)
Sapphire House
Crown Way, Rushden
Northants, NN10 6FB
United Kingdom
Corporate Advisor and Transaction Sponsor to Astrapak
Merchantec Proprietary Limited
(Registration number 2008/027362/07)
2nd Floor, North Block, Hyde Park Office Towers
Corner 6th Road and Jan Smuts Avenue
Hyde Park, 2196
(PO Box 41480, Craighall, 2024)
Corporate Advisor to RPC
Rothschild (South Africa) Proprietary Limited
(Registration number 1999/021764/07)
3rd Floor, Oxford Corner
32a Jellicoe Avenue West
Rosebank, Johannesburg, 2196
(PO Box 411332, Craighall, 2024)
Legal Advisor and Tax Advisor to Astrapak
Webber Wentzel
90 Rivonia Road
Sandton
Johannesburg, 2196
(PO Box 61771, Marshalltown, 2107)
Legal Advisor to RPC
Werksmans
(Registration number 1990/007215/21)
155 5th Street
Sandown, Sandton, 2196
(Private Bag 10015, Sandton, 2146)
Independent Expert
Grant Thornton Advisory Services Proprietary Limited
Chartered Accountants (SA)
(Registration number 2002/022635/07)
52 Corlett Drive, Wanderers Office Park
Illovo, 2196
(Private Bag X28, Benmore, 2010)
Independent Reporting Accountants and Auditors to Astrapak
Deloitte & Touche
Registered Auditors
1st Floor, The Square
Cape Quarter
27 Somerset Road
Green Point, 8005, Western Cape
Transfer Secretaries to Astrapak
Computershare Investor Services
Proprietary Limited
(Registration number 2004/003647/07)
Rosebank Towers
15 Biermann Avenue
Rosebank, 2196
(PO Box 61051, Marshalltown, 2107)
TABLE OF CONTENTS
Page
Corporate information
Inside front cover
Important Legal Notices
3
Action required by Astrapak Ordinary Shareholders
4
Action required by Astrapak Preference Shareholders
8
Important dates and times in respect of the Ordinary Share Scheme
12
Important dates and times in respect of the Preference Share Scheme
14
Definitions and interpretations
16
Circular to Astrapak Shareholders
29
1. Introduction
29
2. Purpose of this Circular
31
3. Ordinary Share Scheme
31
3.1 Rationale for the Ordinary Share Scheme
31
3.2 Terms and conditions of the Ordinary Share Scheme
31
3.3 Suspension and termination of the listing of the Astrapak Ordinary Shares
42
3.4 Interests of RPC and RPC Directors in Astrapak Ordinary Shares
42
3.5 Interests of RPC Directors in RPC shares
43
3.6 Interests of Astrapak and the Directors of Astrapak in RPC shares
43
3.7 Interests of the Directors of Astrapak in Astrapak Ordinary Shares
43
3.8 Astrapak Long-Term Incentive Schemes
43
3.9 Service contracts of Directors of Astrapak
45
3.10 Astrapak Ordinary Shareholder Undertakings
45
3.11 Interests in RPC shares by providers of irrevocable undertakings
50
3.12 Agreements in relation to the Ordinary Share Scheme
50
3.13 Opinions and recommendations
50
3.14 Directors’ responsibility statement
51
4. Preference Share Scheme
52
4.1 Background and rationale for the Preference Share Scheme
52
4.2 Terms and conditions of the Preference Share Scheme
52
4.3 Suspension and termination of the listing of the Astrapak Preference Shares
58
4.4 Interests of the Directors of Astrapak in Preference Shares
58
4.5 Astrapak Preference Shareholder Undertakings
58
4.6 Adequacy of capital and solvency and liquidity test
60
4.7 Opinions and recommendations
61
4.8 Directors’ responsibility statement
5. Unbundling and Listing
62
6. Consents
67
7. Documents available for inspection
67
1
Page
Annexure 1
Opinion of the Independent Expert in respect of the Ordinary Share Scheme
68
Annexure 2
Opinion of the Independent Expert in respect of the Preference
Share Scheme
72
Annexure 3
Restated Historical Audited Financial Information of Astrapak for the
years ended 29 February 2016, 28 February 2015 and 28 February 2014
76
Annexure 4
Restated Interim Financial Results of Astrapak for the six months ended
31 August 2016
84
Annexure 5
Exchange Control Regulations
90
Annexure 6
Section 115: Required approval for transactions contemplated in
Chapter 5 of the Companies Act
92
Annexure 7
Section 164: Dissenting Shareholders’ Appraisal Rights
94
Annexure 8
Trading history of Astrapak Ordinary Shares
97
Annexure 9
Trading history of Astrapak Preference Shares
99
Annexure 10 Pro forma financial effects in respect of the Unbundling and voluntary
Repurchase of the Preference Shares
101
Annexure 11 Independent reporting accountant’s assurance report on the pro forma
financial information
108
Annexure 12 Information for Foreign Shareholders relating to the Unbundling
110
Annexure 13 Taxation considerations relating to the Unbundling
112
Notice convening the General Meeting of Astrapak Shareholders (purple)
114
Form of Proxy in respect of the General Meeting of Astrapak Shareholders (pink)
Notice convening the Ordinary Share Scheme Meeting (white)
Attached
121
Form of Proxy in respect of the Ordinary Share Scheme Meeting (yellow)
Attached
Form of Surrender in respect of the Ordinary Share Scheme (orange)
Attached
Notice convening the Preference Share Scheme Meeting (blue)
131
Form of Proxy in respect of the Preference Share Scheme Meeting (green)
Attached
Form of Surrender in respect of the Preference Share Scheme (grey)
Attached
2
IMPORTANT LEGAL NOTICES
The release, publication or distribution of this Circular in certain jurisdictions may be restricted by law and,
therefore, persons in any such jurisdictions into which this Circular is released, published or distributed
should inform themselves about and observe such restrictions. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of such jurisdiction. This Circular does not
constitute the solicitation of an offer to purchase or sell securities or the solicitation of any vote or approval
in any jurisdiction in which such solicitation would be unlawful or in which securities may not be offered or
sold without registration or an exemption from registration. There will be no public offering of securities in any
jurisdiction that would require registration.
The Schemes, which are the subject of this Circular, may be affected by the laws of the relevant jurisdictions
of Foreign Shareholders. Astrapak Shareholders who are not resident in, or who have registered addresses
outside of South Africa must satisfy themselves as to the full observance of any applicable laws concerning
the receipt of the Ordinary Share Scheme Consideration and/or the Preference Share Scheme Consideration,
including (without limitation) obtaining any requisite governmental or other consents, observing any other
requisite formalities and paying any transfer or other taxes due in such jurisdiction. Foreign Shareholders who
are in any doubt as to their positions should consult their professional advisors immediately.
The Schemes are governed by the laws of South Africa and are subject to any applicable laws and regulations
in South Africa only, including the Companies Act and the Takeover Regulations.
Any Astrapak Shareholder who is in doubt as to his position, including, without limitation, his tax status, should
consult an appropriate professional advisor in his jurisdiction without delay.
This Circular contains statements about Astrapak and RPC that are, or may be, forward-looking statements.
All statements (other than statements of historical fact) are, or may be deemed to be, forward-looking
statements, including, without limitation, those concerning: strategy; the economic outlook for the industry;
production; cash costs and other operating results; growth prospects and outlook for operations, individually
or in the aggregate; liquidity, capital resources and expenditure and the outcome and consequences of any
pending litigation proceedings. These forward-looking statements are not based on historical facts, but rather
reflect current expectations concerning future results and events and generally may be identified by the use
of forward-looking words or phrases such as “believe”, “aim”, “expect”, “anticipate”, “intend”, “foresee”,
“forecast”, “likely”, “should”, “planned”, “may”, “estimated”, “potential” or similar words and phrases.
Examples of forward-looking statements include statements regarding a future financial position or future
profits, cash flows, corporate strategy, anticipated levels of growth, estimates of capital expenditures,
acquisition strategy, expansion prospects or future capital expenditure levels and other economic factors,
such as, inter alia, interest rates.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events
and depend on circumstances that may or may not occur in the future. Astrapak and RPC caution that
forward-looking statements are not guarantees of future performance. Actual results, financial and operating
conditions, liquidity and the developments within the industry in which Astrapak and RPC operate may differ
materially from those made in, or suggested by, the forward-looking statements contained in this Circular.
All these forward-looking statements are based on estimates and assumptions, as regards Astrapak, made
by Astrapak or, as regards RPC, made by RPC as communicated in publicly available documents by the
respective companies, all of which estimates and assumptions, although Astrapak and/or RPC believe them to
be reasonable, are inherently uncertain. Such estimates, assumptions or statements may not eventuate. Factors
which may cause the actual results, performance or achievements to be materially different from any future
results, performance or achievements expressed or implied in those statements or assumptions include other
matters not yet known to Astrapak or RPC or not currently considered material by Astrapak or RPC.
Astrapak Shareholders should keep in mind that any forward-looking statement made in this Circular or
elsewhere is applicable only at the date on which such forward-looking statement is made. New factors
that could cause the business of either Astrapak or RPC not to develop as expected may emerge from time
to time and it is not possible to predict all of them. Further, the extent to which any factor or combination of
factors may cause actual results to differ materially from those contained in any forward-looking statement
are not known. Astrapak and RPC have no duty to, and do not intend to, update or revise the forward-looking
statements contained in this Circular after the date of this Circular, except as may be required by law.
Any forward-looking statement has neither been reviewed nor reported on by the external auditors.
3
ACTION REQUIRED BY ASTRAPAK ORDINARY SHAREHOLDERS
If you have disposed of all your Ordinary Shares, then this Circular, together with the accompanying Notices,
the Forms of Proxy and the Form of Surrender, should be forwarded to the purchaser to whom, or the broker,
agent, CSDP or banker through whom, you disposed of your Ordinary Shares.
Please take careful note of the following provisions regarding the action to be taken by Ordinary Shareholders:
A General Meeting of Astrapak Shareholders will be held at 10:00 on Friday, 12 May 2017 at Protea Hotel
Fire & Ice, situated at Melrose Arch, Sandton, Johannesburg, for the purpose of considering and, if deemed
fit, passing the General Meeting of Astrapak Shareholders’ Resolutions, which General Meeting of Astrapak
Shareholders will be followed at 10:30 or immediately thereafter, whichever is earlier, by the Preference Share
Scheme Meeting. The Preference Share Scheme Meeting will be followed at 11:00 or immediately thereafter,
whichever is the earlier, by the Ordinary Share Scheme Meeting required to enable RPC (itself or through RPC
Nominee) to acquire the Ordinary Scheme Shares in terms of a scheme of arrangement under section 114(1)
of the Companies Act. The Notices convening the aforementioned meetings are attached to, and form part
of, this Circular.
Astrapak accepts no responsibility and will not be held liable for any failure on the part of any CSDP or broker
of a Dematerialised Ordinary Shareholder to notify such Ordinary Shareholder of the General Meeting of
Astrapak Shareholders and the Ordinary Share Scheme or any business to be concluded thereat.
1. DEMATERIALISED ORDINARY SHAREHOLDERS WHO ARE NOT “OWN-NAME” DEMATERIALISED
ORDINARY SHAREHOLDERS
1.1 Voting at the General Meeting of Astrapak Shareholders and/or the Ordinary Share Scheme
Meeting
1.1.1
If you wish to attend the General Meeting of Astrapak Shareholders and/or the Ordinary
Share Scheme Meeting, you should instruct your CSDP or broker to issue you with the
necessary letter/s of representation to attend the aforementioned meeting/s in person, in
the manner stipulated in the custody agreement governing the relationship between you
and your CSDP or broker. These instructions must be provided to the CSDP or broker by the
cut-off time and date advised by the CSDP or broker for instructions of this nature.
1.1.2
If you do not wish to or are unable to attend the General Meeting of Astrapak Shareholders
and/or the Ordinary Share Scheme Meeting, but wish to vote thereat, you should provide
your CSDP or broker with your voting instructions in the manner stipulated in the custody
agreement governing the relationship between you and your CSDP or broker. These
instructions must be provided to the CSDP or broker by the cut-off time and date advised
by the CSDP or broker for instructions of this nature. If your CSDP or broker does not obtain
voting instructions from you, it will be obliged to vote in accordance with the instructions
contained in the custody agreement concluded between you and your CSDP or broker.
1.1.3
You must not complete the attached Form/s of Proxy in respect of the General Meeting of
Astrapak Shareholders (pink) and/or the Ordinary Share Scheme Meeting (yellow).
1.2 Surrender of Documents of Title
You do not have to surrender any Documents of Title. The transfer of your Ordinary Scheme Shares
will be handled by your CSDP or broker.
2. DEMATERIALISED ORDINARY SHAREHOLDERS WHO ARE “OWN-NAME” DEMATERIALISED
ORDINARY SHAREHOLDERS
2.1 Voting at the General Meeting of Astrapak Shareholders and/or the Ordinary Share Scheme
Meeting
2.1.1
4
You may attend the General Meeting of Astrapak Shareholders and/or the Ordinary Share
Scheme Meeting and vote thereat.
2.1.2
If you do not wish to or are unable to attend the General Meeting of Astrapak Shareholders
and/or the Ordinary Share Scheme Meeting, but wish to be represented thereat, you must
complete the attached Form/s of Proxy in respect of the General Meeting of Astrapak
Shareholders (pink) and/or the Ordinary Share Scheme Meeting (yellow) in accordance with
the instructions contained therein and return it to the Transfer Secretaries, Computershare
Investor Services Proprietary Limited, Rosebank Towers, 15 Biermann Avenue, Rosebank,
2196 (PO Box 61051, Marshalltown, 2107), to be received by them by no later than 10:00
on Wednesday, 10 May 2017. Alternatively, the Form/s of Proxy in respect of the General
Meeting of Astrapak Shareholders (pink) and/or the Ordinary Share Scheme Meeting
(yellow) may be handed to the chairperson of the relevant meeting prior to commencement
thereof and by no later than 10:00 on Friday, 12 May 2017.
2.2 Surrender of Documents of Title
You do not have to surrender any Documents of Title. The transfer of your Ordinary Scheme Shares
will be handled by your CSDP or broker.
3. CERTIFICATED ORDINARY SHAREHOLDERS
3.1 Voting at the General Meeting of Astrapak Shareholders and/or the Ordinary Share
Scheme Meeting
3.1.1
You may attend the General Meeting of Astrapak Shareholders and/or the Ordinary Share
Scheme Meeting and vote thereat.
3.1.2
If you do not wish to or are unable to attend the General Meeting of Astrapak Shareholders
and/or the Ordinary Share Scheme Meeting, but wish to be represented thereat, you must
complete the attached Form/s of Proxy in respect of the General Meeting of Astrapak
Shareholders (pink) and/or the Ordinary Share Scheme Meeting (yellow) in accordance with
the instructions contained therein and return it to the Transfer Secretaries, Computershare
Investor Services Proprietary Limited, Rosebank Towers, 15 Biermann Avenue, Rosebank,
2196 (PO Box 61051, Marshalltown, 2107), to be received by them by no later than 10:00
on Wednesday, 10 May 2017. Alternatively, the Form/s of Proxy in respect of the General
Meeting of Astrapak Shareholders (pink) and/or the Ordinary Share Scheme Meeting
(yellow) may be handed to the chairperson of the relevant meeting prior to commencement
thereof and by no later than 10:00 on Friday, 12 May 2017.
3.2 Surrender of Documents of Title
3.2.1
If the Ordinary Share Scheme becomes operative, you will be required to surrender your
Documents of Title in respect of all your Ordinary Shares in order to claim the Ordinary
Share Scheme Consideration payable to you.
3.2.2
If you wish to expedite receipt of the Ordinary Share Scheme Consideration and surrender
your Documents of Title in anticipation of the Ordinary Share Scheme becoming operative,
you should complete the attached Form of Surrender (orange) and return it, together with
the relevant Documents of Title relating to all your Ordinary Shares, in accordance with
the instructions contained therein, to the Transfer Secretaries, Computershare Investor
Services Proprietary Limited, Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196
(PO Box 61763, Marshalltown, 2107).
3.2.3
If Documents of Title relating to any Ordinary Shares to be surrendered are lost or destroyed,
Astrapak and RPC may dispense with the surrender of such Documents of Title upon
production of evidence satisfactory to Astrapak and RPC that the Documents of Title to the
Ordinary Shares in question have been lost or destroyed, and upon provision of a suitable
indemnity on terms satisfactory to them. Accordingly, if the Documents of Title in respect of
any of your Ordinary Shares have been lost or destroyed, you should nevertheless return
the attached Form of Surrender (orange), duly signed and completed, together with a duly
signed and completed indemnity form which is obtainable from the Transfer Secretaries.
3.2.4
Should you surrender your Documents of Title in anticipation of the Ordinary Share Scheme
becoming operative and the Ordinary Share Scheme then does not become operative,
the Transfer Secretaries shall, within five Business Days of either the date upon which it
5
becomes known that the Ordinary Share Scheme will not be implemented or on receipt by
the Transfer Secretaries of the relevant Documents of Title, whichever is the later, return the
Documents of Title to you by post at your risk.
4. GENERAL
4.1 Approval of the Ordinary Share Scheme at the Ordinary Share Scheme Meeting
The Ordinary Share Scheme must be approved by a special resolution, in accordance with section
115(2)(a) of the Companies Act, at the Ordinary Share Scheme Meeting, at which at least three
Ordinary Shareholders are present and sufficient Ordinary Share Scheme Members are present
to exercise, in aggregate, at least 25% of all the voting rights that are entitled to be exercised
at the Ordinary Share Scheme Meeting. In order to be approved, the special resolution must be
supported by at least 75% of voting rights exercised thereon.
The Ordinary Share Scheme is further subject to the passing of the following additional resolutions:
4.1.1
4.1.2
as a special resolution:
4.1.1.1
the approval of the Repurchase of the Preference Shares in terms of section 48 of
the Companies Act;
4.1.1.2
the approval of the amendments to the ASOS Trust trust deed required to
implement the transactions contemplated in this Circular;
4.1.1.3
the approval of the Preference Share Scheme at the Preference Share Scheme
Meeting; and
to the extent required, as an ordinary resolution, the approval of all transactions contemplated
in this Circular pursuant to section 75(7)(b)(i) of the Companies Act.
4.2 Electronic participation at the General Meeting of Astrapak Shareholders and/or the Ordinary
Share Scheme Meeting
Ordinary Share Scheme Members or their proxies may participate in (but not vote at) the General
Meeting of Astrapak Shareholders and/or the Ordinary Share Scheme by way of a teleconference
call and, if they wish to do so:
• must contact the Company Secretary (by email at the address [email protected]) no later
than 10:00 on Wednesday, 10 May 2017 in order to obtain a pin number and dial-in details for
that conference call;
• will be required to provide reasonably satisfactory identification; and
• will be billed separately by their own telephone service providers for their telephone call to
participate in the General Meeting of Astrapak Shareholders and/or the Ordinary Share Scheme,
provided that Ordinary Shareholders and/or Ordinary Share Scheme Members and their proxies
will not be able to vote telephonically at the General Meeting of Astrapak Shareholders and/or the
Ordinary Share Scheme and will still need to appoint a proxy to vote on their behalf at the relevant
meeting.
4.3 Court approval
4.3.1
Ordinary Shareholders are advised that, in accordance with section 115(3) of the Companies
Act, Astrapak may in certain circumstances not proceed to implement the special resolution
required to approve the Ordinary Share Scheme, despite the fact that it will have been
adopted at the Ordinary Share Scheme Meeting, without the approval of the Court.
4.3.2
A copy of section 115 of the Companies Act pertaining to the required approval for the
Ordinary Share Scheme is set out in Annexure 6 to this Circular.
4.4 Dissenting Ordinary Shareholders
4.4.1
6
An Ordinary Shareholder who is entitled to vote at the Ordinary Share Scheme Meeting is
entitled to seek relief under section 164 of the Companies Act if that Ordinary Shareholder:
notified Astrapak in advance in writing of its intention to oppose the special resolution
to be proposed at the Ordinary Share Scheme for purposes of approving the Ordinary
Share Scheme; was present at the Ordinary Share Scheme Meeting; voted against such
special resolution; and sent the Company a demand contemplated in section 164(5) of the
Companies Act.
4.4.2
A copy of section 164 of the Companies Act pertaining to Dissenting Shareholders’
Appraisal Rights is set out in Annexure 7 to this Circular.
4.5 Dematerialisation
If you wish to dematerialise your Ordinary Shares, please contact your CSDP or broker. Ordinary
Shareholders are advised that no dematerialisation or rematerialisation of Ordinary Shares may
take place after the Ordinary Share Scheme LDT, which is expected to be Monday, 12 June 2017
and the Ordinary Share Scheme Consideration Record Date, Thursday, 15 June 2017.
4.6 Foreign Shareholders
Ordinary Shareholders who are not resident in, or who have registered addresses outside of South
Africa, must satisfy themselves as to the full observance of any applicable laws concerning the
receipt of the Ordinary Share Scheme Consideration, including (without limitation) obtaining any
requisite governmental or other consents, observing any other requisite formalities and paying any
transfer or other taxes due in such jurisdiction. Ordinary Shareholders who are in any doubt as to
their positions should consult their professional advisors immediately.
4.7 The Unbundling
Ordinary Shareholders are referred to paragraph 5 of this Circular, and are advised to pay special
attention to sub-paragraphs 5.3 to 5.8 thereof.
7
ACTION REQUIRED BY ASTRAPAK PREFERENCE SHAREHOLDERS
If you have disposed of all your Preference Shares, then this Circular, together with the accompanying Notices,
the Forms of Proxy and the Form of Surrender, should be forwarded to the purchaser to whom, or the broker,
agent, CSDP or banker through whom, you disposed of your Preference Shares.
Please take careful note of the following provisions regarding the action to be taken by Preference Shareholders:
A General Meeting of Astrapak Shareholders will be held at 10:00 on Friday, 12 May 2017 at Protea Hotel
Fire & Ice, situated at Melrose Arch, Sandton, Johannesburg, for the purpose of considering and, if deemed
fit, passing the General Meeting of Astrapak Shareholders’ Resolutions, which General Meeting of Astrapak
Shareholders will be followed at 10:30 or immediately thereafter, whichever is earlier, by the Preference Share
Scheme Meeting for the purpose of considering and, if deemed fit, passing the resolutions required to enable
Astrapak to voluntarily repurchase the Preference Scheme Shares in terms of a scheme of arrangement under
section 114(1) of the Companies Act. The Notices convening the aforementioned meetings are attached to,
and form part of, this Circular.
The Preference Share Scheme Meeting will be followed at 11:00 or immediately thereafter, whichever is the
earlier, by the Ordinary Share Scheme Meeting required to enable RPC (itself or through RPC Nominee)
to acquire the Ordinary Scheme Shares in terms of a scheme of arrangement under section 114(1) of the
Companies Act.
Astrapak accepts no responsibility and will not be held liable for any failure on the part of any CSDP or broker
of a Dematerialised Preference Shareholder to notify such Preference Shareholder of the General Meeting of
Astrapak Shareholders and the Preference Share Scheme Meeting or any business to be concluded thereat.
1. DEMATERIALISED PREFERENCE SHAREHOLDERS
DEMATERIALISED PREFERENCE SHAREHOLDERS
WHO
ARE
NOT
“OWN-NAME”
1.1 Voting at the General Meeting of Astrapak Shareholders and/or the Preference Share Scheme
Meeting
1.1.1
If you wish to attend the General Meeting of Astrapak Shareholders and/or the Preference
Share Scheme Meeting, you should instruct your CSDP or broker to issue you with the
necessary letter/s of representation to attend the aforementioned meeting/s in person, in
the manner stipulated in the custody agreement governing the relationship between you
and your CSDP or broker. These instructions must be provided to the CSDP or broker by the
cut-off time and date advised by the CSDP or broker for instructions of this nature.
1.1.2
If you do not wish to or are unable to attend the General Meeting of Astrapak Shareholders
and/or the Preference Share Scheme Meeting, but wish to vote thereat, you should provide
your CSDP or broker with your voting instructions in the manner stipulated in the custody
agreement governing the relationship between you and your CSDP or broker. These
instructions must be provided to the CSDP or broker by the cut-off time and date advised
by the CSDP or broker for instructions of this nature. If your CSDP or broker does not obtain
voting instructions from you, it will be obliged to vote in accordance with the instructions
contained in the custody agreement concluded between you and your CSDP or broker.
1.1.3
You must not complete the attached Form/s of Proxy in respect of the General Meeting of
Astrapak Shareholders (pink) and/or the Preference Share Scheme Meeting (green).
1.2 Surrender of Documents of Title
You do not have to surrender any Documents of Title. The transfer of your Preference Scheme
Shares will be handled by your CSDP or broker.
8
2. DEMATERIALISED PREFERENCE SHAREHOLDERS WHO ARE “OWN-NAME” DEMATERIALISED
PREFERENCE SHAREHOLDERS
2.1 Voting at the General Meeting of Astrapak Shareholders and/or the Preference Share Scheme
Meeting
2.1.1
You may attend the General Meeting of Astrapak Shareholders and vote only on Special
Resolution Number 1, ‘Approval of the Repurchase of the Preference Shares in terms of
section 48 of the Companies Act’, and/or you may attend the Preference Share Scheme
Meeting and vote thereat.
2.1.2
If you do not wish to or are unable to attend the General Meeting of Astrapak Shareholders
and/or the Preference Share Scheme Meeting, but wish to be represented thereat, you
must complete the attached Form/s of Proxy in respect of the General Meeting of Astrapak
Shareholders (pink) and/or the Preference Share Scheme Meeting (green) in accordance with
the instructions contained therein and return it to the Transfer Secretaries, Computershare
Investor Services Proprietary Limited, Rosebank Towers, 15 Biermann Avenue, Rosebank,
2196 (PO Box 61051, Marshalltown, 2107), to be received by them by no later than 10:00
on Wednesday, 10 May 2017. Alternatively, the Form/s of Proxy in respect of the General
Meeting of Astrapak Shareholders (pink) and/or the Preference Share Scheme Meeting
(green) may be handed to the chairperson of the relevant meeting prior to commencement
thereof and by no later than 10:00 on Friday, 12 May 2017.
2.2 Surrender of Documents of Title
You do not have to surrender any Documents of Title. The transfer of your Preference Scheme
Shares will be handled by your CSDP or broker.
3. CERTIFICATED PREFERENCE SHAREHOLDERS
3.1 Voting at the General Meeting of Astrapak Shareholders and/or the Preference Share Scheme
Meeting
3.1.1
You may attend the General Meeting of Astrapak Shareholders and vote only on Special
Resolution Number 1, ‘Approval of the Repurchase of the Preference Shares in terms of
section 48 of the Companies Act’, and/or you may attend the Preference Share Scheme
Meeting and vote thereat.
3.1.2
If you do not wish to or are unable to attend the General Meeting of Astrapak Shareholders
and/or the Preference Share Scheme Meeting, but wish to be represented thereat, you
must complete the attached Form/s of Proxy in respect of the General Meeting of Astrapak
Shareholders (pink) or the Preference Share Scheme Meeting (green) in accordance with
the instructions contained therein and return it to the Transfer Secretaries, Computershare
Investor Services Proprietary Limited, Rosebank Towers, 15 Biermann Avenue, Rosebank,
2196 (PO Box 61051, Marshalltown, 2107), to be received by them by no later than 10:00
on Wednesday, 10 May 2017. Alternatively, the Form/s of Proxy in respect of the General
Meeting of Astrapak Shareholders (pink) and/or the Preference Share Scheme Meeting
(green) may be handed to the chairperson of the relevant meeting prior to commencement
thereof and by no later than 10:00 on Friday, 12 May 2017.
3.2 Surrender of Documents of Title
3.2.1
If the Preference Share Scheme becomes operative, you will be required to surrender your
Documents of Title in respect of all your Preference Shares in order to claim the Preference
Share Scheme Consideration payable to you.
3.2.2
If you wish to expedite receipt of the Preference Share Scheme Consideration and surrender
your Documents of Title in anticipation of the Preference Share Scheme becoming operative,
you should complete the attached Form of Surrender (blue) and return it, together with
the relevant Documents of Title relating to all your Preference Shares, in accordance with
the instructions contained therein, to the Transfer Secretaries, Computershare Investor
Services Proprietary Limited, Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196
(PO Box 61763, Marshalltown, 2107).
9
3.2.3
If Documents of Title relating to any Preference Shares to be surrendered are lost or
destroyed, Astrapak may dispense with the surrender of such Documents of Title upon
production of evidence satisfactory to Astrapak that the Documents of Title to the Preference
Shares in question have been lost or destroyed, and upon provision of a suitable indemnity
on terms satisfactory to the Company. Accordingly, if the Documents of Title in respect of
any of your Preference Shares have been lost or destroyed, you should nevertheless return
the attached Form of Surrender (blue), duly signed and completed, together with a duly
signed and completed indemnity form which is obtainable from the Transfer Secretaries.
3.2.4
Should you surrender your Documents of Title in anticipation of the Preference Share
Scheme becoming operative and the Preference Share Scheme then does not become
operative, the Transfer Secretaries shall, within five Business Days of either the date upon
which it becomes known that the Preference Share Scheme will not be implemented or on
receipt by the Transfer Secretaries of the relevant Documents of Title, whichever is the later,
return the Documents of Title to you by post at your risk.
4. GENERAL
4.1 Approval of the Preference Share Scheme at the Preference Share Scheme Meeting
The Preference Share Scheme must be approved by a special resolution, in accordance with
section 115(2)(a) of the Companies Act, at the Preference Share Scheme Meeting, at which at
least three Preference Shareholders are present and sufficient Preference Share Scheme Members
are present to exercise, in aggregate, at least 25% of all the voting rights that are entitled to be
exercised at the Preference Share Scheme Meeting. In order to be approved, the special resolution
must be supported by at least 75% of voting rights exercised thereon.
The Preference Share Scheme is further subject to the passing of the following additional resolutions:
4.1.1
4.1.2
as a special resolution:
4.1.1.1
the approval of the Repurchase of the Preference Shares in terms of section 48 of
the Companies Act;
4.1.1.2
the approval of the amendments to the ASOS Trust trust deed required to
implement the transactions contemplated in this Circular; and
to the extent required, as an ordinary resolution, the approval of all transactions contemplated
in this Circular pursuant to section 75(7)(b)(i) of the Companies Act.
4.2 Electronic participation at the General Meeting of Astrapak Shareholders and/or the
Preference Share Scheme Meeting
Preference Share Scheme Members or their proxies may participate in (but not vote at) the General
Meeting of Astrapak Shareholders and/or the Preference Share Scheme by way of a teleconference
call and, if they wish to do so:
–– must contact the Company Secretary (by email at the address [email protected]) no later
than 10:00 on Wednesday, 10 May 2017 in order to obtain a pin number and dial-in details for
that conference call;
–– will be required to provide reasonably satisfactory identification; and
–– will be billed separately by their own telephone service providers for their telephone call to
participate in the General Meeting of Astrapak Shareholders and/or the Preference Share
Scheme,
provided that Preference Shareholders and/or Preference Share Scheme Members and their
proxies will not be able to vote telephonically at the General Meeting of Astrapak Shareholders
and/or the Preference Share Scheme and will still need to appoint a proxy to vote on their behalf at
the relevant meeting.
10
4.3 Court approval
4.3.1
Preference Shareholders are advised that, in accordance with section 115(3) of the
Companies Act, Astrapak may in certain circumstances not proceed to implement the
special resolution required to approve the Preference Share Scheme, despite the fact that
it will have been adopted at the Preference Share Scheme Meeting, without the approval
of the Court.
4.3.2
A copy of section 115 of the Companies Act pertaining to the required approval for the
Preference Share Scheme is set out in Annexure 6 to this Circular.
4.4 Dissenting Preference Shareholders
4.4.1
A Preference Shareholder who is entitled to vote at the Preference Share Scheme Meeting is
entitled to seek relief under section 164 of the Companies Act if that Preference Shareholder:
notified Astrapak in advance in writing of its intention to oppose the special resolution; was
present at the Preference Share Scheme Meeting; voted against the special resolution; and
sent the Company a demand contemplated in section 164(5) of the Companies Act.
4.4.2
A copy of section 164 of the Companies Act pertaining to Dissenting Shareholders’
Appraisal Rights is set out in Annexure 7 to this Circular.
4.5 Dematerialisation
If you wish to dematerialise your Preference Shares, please contact your CSDP or broker. Preference
Shareholders are advised that no dematerialisation or rematerialisation of Preference Shares may
take place after the Preference Share Scheme LDT, which is expected to be Monday, 12 June 2017
and the Preference Share Scheme Consideration Record Date, Thursday, 15 June 2017.
4.6 Foreign Shareholders
Preference Shareholders who are not resident in, or who have registered addresses outside of
South Africa, must satisfy themselves as to the full observance of any applicable laws concerning
the receipt of the Preference Share Scheme Consideration, including (without limitation) obtaining
any requisite governmental or other consents, observing any other requisite formalities and paying
any transfer or other taxes due in such jurisdiction. Preference Shareholders who are in any doubt
as to their positions should consult their professional advisors immediately.
11
IMPORTANT DATES AND TIMES IN RESPECT OF THE ORDINARY SHARE SCHEME
2017
Record date to determine which Astrapak Ordinary Shareholders are entitled to
receive the Circular
Friday, 31 March
Circular distributed to Astrapak Ordinary Shareholders and Notices of the General
Meeting of Astrapak Shareholders and the Ordinary Share Scheme Meeting released
on SENS on
Friday, 7 April
Notices of the General Meeting of Astrapak Shareholders and the Ordinary Share
Scheme Meeting published in the South African press on
Monday, 10 April
Last day to trade Astrapak Ordinary Shares in order to be recorded in the Register to
vote at the General Meeting of Astrapak Shareholders and/or the Ordinary Share
Scheme Meeting (see note 2 below) on
Tuesday, 2 May
Record date to be eligible to vote at the General Meeting of Astrapak Shareholders
and the record date to be eligible to vote at the Ordinary Share Scheme Meeting
(being the Ordinary Share Scheme Voting Record Date) by close of trade on
Friday, 5 May
Last day to lodge Form/s of Proxy in respect of the General Meeting of Astrapak
Shareholders (pink) and/or the Ordinary Share Scheme Meeting (yellow) with the
Transfer Secretaries by 10:00 on (alternatively the Form/s of Proxy in respect of the
General Meeting of Astrapak Shareholders (pink) and/or the Ordinary Share Scheme
Meeting (yellow) may be handed to the chairperson of relevant meeting by no later
than 10:00 on Friday, 12 May)
Wednesday, 10 May
Last date and time for Astrapak Ordinary Shareholders (but excluding the holders of
Excluded Ordinary Shares) to give notice of their objections to the special resolution
approving the Ordinary Share Scheme by no later than 10:00 on
Friday, 12 May
General Meeting of Astrapak Shareholders to be held at 10:00 on
Friday, 12 May
Ordinary Share Scheme Meeting to be held at 11:00 (or immediately following the
Preference Share Scheme Meeting, whichever is earlier) on
Friday, 12 May
Results of the General Meeting of Astrapak Shareholders and the Ordinary Share
Scheme Meeting released on SENS on
Friday, 12 May
Results of the General Meeting of Astrapak Shareholders and the Ordinary Share
Scheme Meeting published in the South African press on
Monday, 15 May
If the Ordinary Share Scheme is approved by Ordinary Shareholders at the Ordinary
Share Scheme Meeting with sufficient voting rights such that no Ordinary Shareholders
may require the Company to obtain Court approval for the Ordinary Share Scheme as
contemplated in section 115(3)(a) of the Companies Act:
Last date on which Ordinary Shareholders can make application to the Court in terms
of section 115(3)(b) of the Companies Act on
Last date for Astrapak to give notice of adoption of the special resolution approving
the Ordinary Share Scheme to Ordinary Shareholders objecting to the special
resolution on
If no Ordinary Shareholders exercise their rights in terms of section 115(3)(b) of the
Companies Act:
Finalisation Date in respect of the Ordinary Share Scheme expected to be on
Finalisation Date announcement in respect of the Ordinary Share Scheme expected
to be released on SENS by no later than 11:00 on
Finalisation Date announcement in respect of the Ordinary Share Scheme expected
to be published in the South African press on
Expected Ordinary Share Scheme LDT, being the last day to trade Astrapak Ordinary
Shares on the JSE in order to be recorded in the Register to receive the Ordinary
Share Scheme Consideration, on
Suspension of listing of Astrapak Ordinary Shares on the JSE expected to take place
at the commencement of trade on
12
Friday, 26 May
Friday, 26 May
Monday, 5 June
Monday,5 June
Tuesday, 6 June
Monday, 12 June
Tuesday, 13 June
2017
Expected Ordinary Share Scheme Consideration Record Date, being the date on which
Ordinary Share Scheme Participants must be recorded in the Register to receive the
potential consideration, comprising the aggregate of the Ordinary Share Scheme
Minimum Consideration and the Agterskot Consideration, by close of trade on
Expected date on which the Ordinary Share Scheme is implemented
Ordinary Share Scheme Minimum Consideration, together with the relevant Agterskot
Consideration amount, expected to be paid/posted to Ordinary Share Scheme
Participants who are Certificated Ordinary Shareholders (provided their Forms of
Surrender (orange) and Documents of Title are received on or prior to 12:00 on the
Ordinary Share Scheme Consideration Record Date) on or about
Ordinary Share Scheme Participants who are Dematerialised Ordinary Shareholders
expected to have their accounts (held at their CSDP or broker) credited with the
Ordinary Share Scheme Minimum Consideration, together with the relevant Agterskot
Consideration amount, on or about
Termination of listing of Astrapak Ordinary Shares on the JSE expected to take place
at the commencement of trade on or about
Thursday, 15 June
Monday, 19 June
Monday, 19 June
Monday, 19 June
Tuesday, 20 June
Notes:
1. All dates and times may be changed by mutual agreement between Astrapak and RPC (subject to the approval of the JSE and/
or the Panel, if required). The dates have been determined based on certain assumptions regarding the date by which certain
regulatory approvals will have been obtained and that no Court approval or review of the special resolution required to approve the
implementation of the Ordinary Share Scheme will be required. Any change in the dates and times will be released on SENS and
published in the South African press.
2. Ordinary Shareholders should note that, as transactions in Ordinary Shares are settled in the electronic settlement system used
by Strate, settlement of trades takes place three Business Days after such trade. Therefore, Ordinary Shareholders who acquire
Astrapak Ordinary Shares after close of trade on Tuesday, 2 May 2017 will not be eligible to vote at the General Meeting of Astrapak
Shareholders and/or the Ordinary Share Scheme Meeting.
3. All times given in this document are local times in South Africa.
4. Astrapak Ordinary Shares may not be dematerialised or rematerialised after the Ordinary Share Scheme LDT, which is expected to
be Monday, 12 June 2017 and the Ordinary Share Scheme Consideration Record Date, Thursday, 15 June 2017.
5. If the Ordinary Share Scheme is approved by an insufficient number of Ordinary Share Scheme Members at the Ordinary Share
Scheme Meeting so that an Ordinary Share Scheme Member may require Astrapak to obtain Court approval of the Ordinary Share
Scheme, as contemplated in section 115(3)(a) of the Companies Act, and an Ordinary Share Scheme Member in fact delivers such
a request, the dates and times set out above will not be relevant. If this is the case, Ordinary Shareholders will be notified separately
of the applicable dates and times under this process.
6. If any Ordinary Share Scheme Member who votes against the Ordinary Share Scheme exercises its rights in accordance with section
115(3)(b) of the Companies Act and applies to Court for a review of the Proposed Transaction, the dates and times set out above will not
be relevant. If this is the case, Ordinary Shareholders will be notified separately of the applicable dates and times under this process.
7. If the Ordinary Share Scheme Meeting is adjourned or postponed, Forms of Proxy in respect of the Ordinary Share Scheme Meeting
(yellow) submitted for the initial Ordinary Share Scheme Meeting will remain valid in respect of any adjournment or postponement of
the Ordinary Share Scheme Meeting.
8. Certain important dates and times in respect of the Unbundling and Listing are set out below:
2017
Master Plastics Pre-Listing Statement and notice of general meeting distributed to Astrapak Ordinary
Shareholders and abridged Master Plastics Pre-Listing Statement released on SENS
Finalisation date announcement expected to be released on SENS
Last day to trade for Astrapak Ordinary Shareholders to participate in the Unbundling
Thursday, 20 April
Friday, 12 May
Tuesday, 23 May
Listing of Master Plastics on the AltX1
Wednesday, 24 May
Astrapak Ordinary Shares commence trading “ex” their entitlement to Master Plastics Shares
Wednesday, 24 May
Announcement of specified ratio in respect of apportionment of costs/base cost of Astrapak and Master
Plastics for taxation/CGT purposes released on SENS
Record date to receive Master Plastics Shares in relation to the Unbundling
Thursday, 25 May
Friday, 26 May
Master Plastics Shares unbundled to Astrapak Ordinary Shareholders
Monday, 29 May
Astrapak Ordinary Shareholders’ accounts at CSDPs/Brokers updated
Monday, 29 May
General meeting of shareholders of Master Plastics to be held at 10:00 on
Wednesday, 31 May
Note:
1 Astrapak Shareholders are advised that, at the date of distribution of this Circular, being 7 April 2017, the Listing is still subject to approval by the
relevant regulatory authorities, including the approval by the JSE of the Master Plastics Pre-Listing Statement.
13
IMPORTANT DATES AND TIMES IN RESPECT OF THE PREFERENCE SHARE SCHEME
2017
Record date to determine which Astrapak Preference Shareholders are entitled to
receive the Circular
Friday, 31 March
Circular distributed to Astrapak Preference Shareholders and Notices of the General
Meeting of Astrapak Shareholders and the Preference Share Scheme Meeting
released on SENS on
Friday, 7 April
Notices of the General Meeting of Astrapak Shareholders and the Preference Share
Scheme Meeting published in the South African press on
Monday, 10 April
Last day to trade Astrapak Preference Shares in order to be recorded in the Register
to vote at the General Meeting of Astrapak Shareholders and/or the Preference Share
Scheme Meeting (see note 2 below) on
Tuesday, 2 May
Record date to be eligible to vote at the General Meeting of Astrapak Shareholders
and the record date to be eligible to vote at the Preference Share Scheme Meeting
(being the Preference Share Scheme Voting Record Date) by close of trade on
Friday, 5 May
Last day to lodge Form/s of Proxy in respect of the General Meeting of Astrapak
Shareholders (pink) and/or the Preference Share Scheme Meeting (green) with the
Transfer Secretaries by 10:00 on (alternatively the Form/s of Proxy in respect of the
General Meeting of Astrapak Shareholders (pink) and/or the Preference Share
Scheme Meeting (green) may be handed to the chairperson of relevant meeting by
no later than 10:00 on Friday, 12 May)
Wednesday, 10 May
Last date and time for Astrapak Preference Shareholders to give notice of their
objections to the special resolution approving the Preference Share Scheme by no
later than 10:00 on
Friday, 12 May
General Meeting of Astrapak Shareholders to be held at 10:00 on
Friday, 12 May
Preference Share Scheme Meeting to be held at 10:30 (or immediately following
the General Meeting of Astrapak Shareholders, whichever is earlier) on
Friday, 12 May
Results of the General Meeting of Astrapak Shareholders and the Preference Share
Scheme Meeting released on SENS on
Friday, 12 May
Results of the General Meeting of Astrapak Shareholders and the Preference Share
Scheme Meeting published in the South African press on
Monday, 15 May
If the Preference Share Scheme is approved by Preference Shareholders at the
Preference Share Scheme Meeting with sufficient voting rights such that no Preference
Shareholders may require the Company to obtain Court approval for the Preference
Share Scheme as contemplated in section 115(3)(a) of the Companies Act:
Last date on which Preference Shareholders can make application to the Court in
terms of section 115(3)(b) of the Companies Act on
Friday, 26 May
Last date for Astrapak to give notice of adoption of the special resolution approving
the Preference Share Scheme to Preference Shareholders objecting to the special
resolution on
Friday, 26 May
If no Preference Shareholders exercise their rights in terms of section 115(3)(b) of the
Companies Act:
Finalisation Date in respect of the Preference Share Scheme expected to be on
Monday, 5 June
Finalisation Date announcement in respect of the Preference Share Scheme expected
to be released on SENS by no later than 11:00 on
Monday, 5 June
Finalisation Date announcement in respect of the Preference Share Scheme expected
to be published in the South African press on
Tuesday, 6 June
14
2017
Expected Preference Share Scheme LDT, being the last day to trade Preference
Shares on the JSE in order to be recorded in the Register to receive the Preference
Share Scheme Consideration, on
Monday, 12 June
Suspension of listing of Preference Shares on the JSE expected to take place at the
commencement of trade on
Tuesday, 13 June
Expected Preference Share Scheme Consideration Record Date, being the date on
which Preference Share Scheme Participants must be recorded in the Register to
receive the Preference Share Scheme Consideration, by close of trade on
Thursday, 15 June
Expected date on which the Preference Share Scheme is implemented
Monday, 19 June
Preference Scheme Consideration expected to be paid/posted to Preference Share
Scheme Participants who are Certificated Preference Shareholders (provided their
Forms of Surrender (blue) and Documents of Title are received on or prior to 12:00 on
the Preference Share Scheme Consideration Record Date) on or about
Monday, 19 June
Preference Share Scheme Participants who are Dematerialised Preference
Shareholders expected to have their accounts (held at their CSDP or broker) credited
with the Preference Share Scheme Consideration on or about
Monday, 19 June
Termination of listing of Preference Shares on the JSE expected to take place at the
commencement of trade on or about
Tuesday, 20 June
Notes:
1. All dates and times may be changed at the sole discretion of Astrapak (subject to the approval of the JSE and/or the Panel, if
required). The dates have been determined based on certain assumptions regarding the date by which certain regulatory approvals
will have been obtained and that no Court approval or review of the special resolution required to approve the implementation of the
Preference Share Scheme will be required. Any change in the dates and times will be released on SENS and published in the South
African press.
2. Preference Shareholders should note that, as transactions in Preference Shares are settled in the electronic settlement system used
by Strate, settlement of trades takes place three Business Days after such trade. Therefore, Preference Shareholders who acquire
Astrapak Preference Shares after close of trade on Tuesday, 2 May 2017 will not be eligible to vote at the General Meeting of Astrapak
Shareholders and/or the Preference Share Scheme Meeting.
3. All times given in this document are local times in South Africa.
4. Astrapak Preference Shares may not be dematerialised or rematerialised after the Preference Share Scheme LDT, which is expected
to be Monday, 12 June 2017 and the Preference Share Scheme Consideration Record Date, Thursday, 15 June 2017.
5. If the Preference Share Scheme is approved by an insufficient number of Preference Share Scheme Members at the Preference
Share Scheme Meeting so that a Preference Share Scheme Member may require Astrapak to obtain Court approval of the Preference
Share Scheme, as contemplated in section 115(3)(a) of the Companies Act, and a Preference Share Scheme Member in fact delivers
such a request, the dates and times set out above will not be relevant. If this is the case, Preference Shareholders will be notified
separately of the applicable dates and times under this process.
6. If any Preference Share Scheme Member who votes against the Preference Share Scheme exercises its rights in accordance with
section 115(3)(b) of the Companies Act and applies to Court for a review of the proposed Preference Share Scheme, the dates and
times set out above will not be relevant. If this is the case, Preference Shareholders will be notified separately of the applicable dates
and times under this process.
7. If the Preference Share Scheme Meeting is adjourned or postponed, Forms of Proxy in respect of the Preference Share Scheme
Meeting (green) submitted for the initial Preference Share Scheme Meeting will remain valid in respect of any adjournment or
postponement of the Preference Share Scheme Meeting.
15
DEFINITIONS AND INTERPRETATIONS
In this Circular, the annexures hereto, the Notice(s), the Form(s) of Proxy and the Form(s) of Surrender,
unless the context otherwise indicates, references to the singular include the plural and vice versa, words
denoting one gender include the others, expressions denoting natural persons include juristic persons and
associations of persons and vice versa, and the words in the first column hereunder have the meaning stated
opposite them in the second column, as follows:
“ABSA Bank”
ABSA Bank Limited (Registration number 1986/004794/06), an
authorised financial services and credit provider (“NCRCP7”),
which is regulated by the South African Reserve Bank, is listed on
the JSE and is a wholly-owned Subsidiary of Barclays Africa
Group Limited;
“Agterskot Consideration”
collectively, the Completion Calculation Amount, the Denver
Property Amount and the potential Agterskot Litigation
Consideration;
“Agterskot Litigation Consideration”
the maximum aggregate Agterskot Consideration payable in cash
to Ordinary Share Scheme Participants which is attributable to the
Existing Litigation Matters, being an amount equal to R40 000 000,
which amount will be adjusted and paid as set out in paragraph
3.2.5.5 of this Circular;
“AltX”
the Alternative Exchange of the JSE;
“AMH”
Astrapak Manufacturing Holdings Proprietary Limited (Registration
number 2009/008434/07), a company duly incorporated in
accordance with the laws of South Africa and a wholly-owned
Subsidiary of Astrapak;
“APH”
Astrapak Property Holdings Proprietary Limited (Registration
number 2009/008432/07), a company duly incorporated in
accordance with the laws of South Africa and a wholly-owned
Subsidiary of AMH;
“Appraisal Rights”
the rights afforded to Astrapak Shareholders under section 164 of
the Companies Act, as set out in Annexure 7 to this Circular;
“ASOS Trust”
the Astrapak Limited Linked Unit Trust, a trust registered in
accordance with the laws of South Africa and in terms of which the
Astrapak Limited Share Option Scheme is operated. The
participants of the Astrapak Limited Share Option Scheme, as
detailed in the ASOS Trust, are employees of Subsidiaries of
Astrapak;
“Astrapak” or “the Company”
Astrapak Limited (Registration number 1995/009169/06), a
company duly incorporated in accordance with the laws of South
Africa and listed on the JSE;
“Astrapak Gauteng”
Astrapak Gauteng Proprietary Limited (Registration number
1997/001591/07), a company duly incorporated in accordance
with the laws of South Africa and a wholly-owned Subsidiary of
Astrapak;
“Astrapak Group”
collectively, Astrapak and the entities and businesses forming part
of the Core Assets;
“Astrapak Long-Term Incentive
Schemes”
collectively, the Astrapak Limited Share Option Scheme and the
Astrapak Share Appreciation Rights Plan;
16
“Astrapak Ordinary Shareholders”
or “Ordinary Shareholders”
the holders of Astrapak Ordinary Shares;
“Astrapak Ordinary Shares”
or “Ordinary Shares”
ordinary shares with a par value of R0.001 each in the issued
ordinary share capital of Astrapak;
“Astrapak Preference Shareholders”
or “Preference Shareholders”
holders of the Astrapak Preference Shares;
“Astrapak Preference Shares”
or “Preference Shares”
non-redeemable, non-participating, cumulative preference shares
in the issued preference share capital of Astrapak, comprising
a total of 1 500 000 preference shares with a par value of R0.001;
“Astrapak Shareholders”
collectively, Astrapak Ordinary Shareholders and Astrapak
Preference Shareholders;
“Astrapak Shares”
collectively,
Astrapak
Preference Shares;
“Barrier Film Converters”
Barrier Film Converters Proprietary Limited (Registration number
2002/030862/07), a company duly incorporated in accordance
with the laws of South Africa and a wholly-owned Subsidiary of
Master Plastics;
“Business Day”
any day other than a Saturday, a Sunday or an official public holiday
in South Africa;
“Certificated Ordinary Share”
an Astrapak Ordinary Share that has not been Dematerialised, and
title to which is evidenced by a Document of Title;
“Certificated Ordinary Shareholder”
an Astrapak Ordinary Shareholder who holds Certificated
Ordinary Shares;
“CGT”
capital gains tax as levied in terms of Schedule 8 of the Income
Tax Act;
“Circular”
this bound document, dated 7 April 2017, including the annexures
hereto and incorporating the Notice(s), the Form(s) of Proxy and
the Form(s) of Surrender;
“Common Monetary Area”
South Africa, the Republic of Namibia and the Kingdoms of Lesotho
and Swaziland;
“Companies Act”
the South African Companies Act, 2008 (Act 71 of 2008),
as amended;
“Competition Act”
the South African Competition Act, 1998 (Act 89 of 1998),
as amended;
“Competition Authorities”
individually and/or collectively, as the context may require, the
Competition Commission, Competition Tribunal and/or Competition
Appeal Court established in accordance with the Competition Act;
“Completion Accounts”
the unaudited management accounts of the Astrapak Group as at
and for the period which commenced on the day after 29 February
2016 and ends on the Ordinary Share Scheme Conditions Fulfilment
Date, to be prepared, agreed and finalised in accordance with the
provisions of the Implementation Agreement;
“Completion Calculation Amount”
the difference between the Ordinary Share Scheme Completion
Consideration and the Ordinary Share Scheme Minimum
Consideration (which will be determined in accordance with
paragraph 3.2.4.5 of this Circular), which amount will be paid as
set out in paragraph 3.2.5.3 of this Circular;
Ordinary
Shares
and
Astrapak
17
“Core Assets”
collectively, whether acquired directly or indirectly (and which, to
clarify, exclude the Non-Core Assets, including Master Plastics):
–
–
–
–
–
–
–
100% of the issued shares of AMH;
100% of the issued shares of Astrapak Gauteng;
60% of the issued shares of Marcom;
Marcom’s 100% of the issued shares of Lunifera;
50% of the issued shares of Weener;
100% of the issued shares of APH; and
the divisions of AMH comprising:
• Astrapak Finance Company;
• Plastform;
• Consupaq;
• Thermopac;
• JJ Precision Plastics;
• Plastech Moulders;
• Plastop KZN; and
• PAK 2000;
“Corporate Advisor and Transaction
Sponsor”
Merchantec
Proprietary
Limited
(Registration
number
2008/027362/07), a private company duly incorporated in
accordance with the laws of South Africa and appointed by the
Independent Board as the corporate advisor and transaction
sponsor to Astrapak;
“Court”
any South African court with competent jurisdiction to approve the
implementation of the special resolution set out in the Notice
convening the Preference Share Scheme (grey) and/or the Notice
convening the Ordinary Share Scheme (white) pursuant to section
115 of the Companies Act and/or to determine the fair value of
Astrapak Shares and make an order pursuant to section 164(14) of
the Companies Act;
“CSDP”
Central Securities Depository Participant, accepted as a participant
in terms of the Financial Markets Act;
“Dematerialise” or “Dematerialisation” the process by which Certificated Shares are converted into
electronic format as Dematerialised Shares and recorded in
Astrapak’s Uncertificated Securities Register;
“Dematerialised Ordinary Shareholder”an Astrapak Ordinary Shareholder who holds Dematerialised
Ordinary Shares;
“Dematerialised Preference
Shareholder”
an Astrapak Preference Shareholder who holds Dematerialised
Preference Shares;
“Dematerialised Share”
an Astrapak Share that has been Dematerialised or has been
issued in Dematerialised form, and recorded in Astrapak’s
Uncertificated Securities Register;
“Denver Property”
collectively:
–
–
–
–
18
Erf 594 Denver Township;
Erf 756 and Erf 757 Denver Ext 12 Township;
Erf 758 Denver Ext 12 Township; and
Portion 97, Farm Doornfontein 92 IR;
“Denver Property Amount”
an amount equal to the purchase consideration, net of any
applicable taxes, received or to be received by the Astrapak Group
after the Signature Date in respect of the sale of the Denver
Property, in the aggregate amount of R72 040 925, which amount
will be paid as set out in paragraph 3.2.5.4 of this Circular;
“Directors of Astrapak”
or “Astrapak Board”
the board of directors of Astrapak at the Last Practicable Date,
whose details are set out on page 29 of this Circular;
“Dissenting Ordinary Shareholders”
Ordinary Shareholders who (i) validly exercise their Appraisal
Rights by demanding, in accordance with the requirements of
sections 164(5) to 164(8) of the Companies Act, that the Company
pay them the fair value of all of their Ordinary Shares; (ii) do not
withdraw that demand before the Company makes an offer to them
in accordance with the requirements of section 164(11) of the
Companies Act; and (iii) do not, after an offer is made to them by
Astrapak in accordance with the requirements of section 164(11)
of the Companies Act, allow such offer to lapse;
“Dissenting Preference Shareholders” Preference Shareholders who (i) validly exercise their Appraisal
Rights by demanding, in accordance with the requirements of
sections 164(5) to 164(8) of the Companies Act, that the Company
pay them the fair value of all of their Preference Shares; (ii) do not
withdraw that demand before the Company makes an offer to them
in accordance with the requirements of section 164(11) of the
Companies Act; and (iii) do not, after an offer is made to them by
Astrapak in accordance with the requirements of section 164(11)
of the Companies Act, allow such offer to lapse;
“Dissenting Shareholders”
Dissenting Ordinary Shareholders in respect of the Ordinary Share
Scheme and Dissenting Preference Shareholders in respect of the
Preference Share Scheme;
“Dividend Tax”
dividend withholding tax payable in respect of any dividend in
terms of Part VIII of the Income Tax Act;
“Documents of Title”
a share certificate, certified transfer deed, balance receipt and/or
any other form of acceptable document of title acceptable to
Astrapak in respect of Astrapak Shares;
“EBITDA”
earnings before interest taxation depreciation and amortisation;
“EFT”
electronic funds transfer;
“Escrow Account”
the trust bank account held with the Escrow Agent;
“Escrow Agent”
Werksmans, being the Legal Advisor to RPC;
“Exchange Control Regulations”
the South African Exchange Control Regulations, promulgated in
terms of section 9 of the South African Currency and Exchanges
Act, 1933 (Act 9 of 1933), as amended;
“Excluded Dissenting Ordinary
Shareholders”
Dissenting Ordinary Shareholders who accept an offer made to
them by the Company in accordance with the requirements of
section 164(11) of the Companies Act or who, pursuant to an order
of Court, tender their Astrapak Ordinary Shares to the Company in
accordance with the requirements of section 164(15)(v) of the
Companies Act;
“Excluded Dissenting Ordinary
Shareholders Shares”
the Astrapak Ordinary Shares held by the Excluded Dissenting
Ordinary Shareholders;
19
“Excluded Dissenting Preference
Shareholders”
Dissenting Preference Shareholders who accept an offer made to
them by the Company in accordance with the requirements of
section 164(11) of the Companies Act or who, pursuant to an order
of Court, tender their Astrapak Preference Shares to the Company
in accordance with the requirements of section 164(15)(v) of the
Companies Act;
“Excluded Dissenting Preference
Shareholders Shares”
the Astrapak Preference Shares held by the Excluded Dissenting
Preference Shareholders;
“Excluded Ordinary Shares”
collectively, the Treasury Shares and the 1 258 594 Ordinary Shares
held by the ASOS Trust;
“Existing Litigation Matter(s)”
certain litigation matters and/or disputes to which the Astrapak
Group, as at the Signature Date, is a party;
“Finalisation Date”
the date on which:
– in respect of the Ordinary Share Scheme, all the Ordinary Share
Scheme Conditions shall have been fulfilled or waived, as the
case may be;
– in respect of the Preference Share Scheme, all the Preference
Share Scheme Conditions shall have been fulfilled or waived,
as the case may be;
“Financial Markets Act”
the South African Financial Markets Act, 2012 (Act 19 of 2012), as
amended;
“Firm Intention Announcement”
the joint announcement by Astrapak and RPC setting out, inter alia,
the terms of the firm intention by RPC to proceed with an offer to
acquire, either itself or through RPC Nominee, all of the Astrapak
Ordinary Shares, (other than certain Excluded Ordinary Shares),
by way of a scheme of arrangement in terms of section 114 of the
Companies Act, to be proposed by the Astrapak Board to Astrapak
Ordinary Shareholders released on SENS on Thursday,
15 December 2016;
“Flexibles’ Operations”
Astrapak’s flexible plastic packaging operations comprising
Peninsula Packaging (which manufactures plain and printed film
for application in dairy and fresh produce), Barrier Film Converters
(which manufactures state-of-the-art multilayer barrier film and
bags for food grade applications as well as plain and printed film
for industrial uses) and Plusnet Geotex (which manufactures
protective netting for mainly agriculture, and fibres for concrete
reinforcement);
“Foreign Shareholder”
an Astrapak Shareholder who is not resident in, or who has a
registered address outside of South Africa, as contemplated in the
Exchange Control Regulations;
20
“Form(s) of Proxy”
the forms of proxy attached to and forming part of this Circular in
respect of:
–– the General Meeting of Astrapak Shareholders (pink) for
use by Certificated Ordinary Shareholders and “own-name”
Dematerialised Ordinary Shareholders only, and Certificated
Preference Shareholders and “own-name” Dematerialised
Preference Shareholders only, as the case may be;
–– the Ordinary Share Scheme Meeting (yellow) for use
by Certificated Ordinary Shareholders and “own-name”
Dematerialised Ordinary Shareholders only; and
–– the Preference Share Scheme Meeting (green) for use by
Certificated Preference Shareholders and “own-name”
Dematerialised Preference Shareholders only.
“Form(s) of Surrender”
the:
–– form of surrender and transfer (orange) attached to and
forming part of this Circular for use by Certificated Ordinary
Shareholders only who wish to surrender their Ordinary Shares
in terms of the Ordinary Share Scheme; and
–– form of surrender and transfer (blue) attached to and forming part
of this Circular for use by Certificated Preference Shareholders
only who wish to surrender their Preference Shares in terms of
the Preference Share Scheme;
“General Meeting of Astrapak
Shareholders”
the general meeting of Astrapak Shareholders (including any
adjournment or postponement thereof), to be held at 10:00 on
Friday, 12 May 2017 at Protea Hotel Fire & Ice, situated at Melrose
Arch, Sandton, Johannesburg, to consider and, if deemed fit, to
pass, with or without modification, the General Meeting of Astrapak
Shareholders’ Resolutions;
“General Meeting of Astrapak
Shareholders’ Resolutions”
the resolutions to be voted on at the General Meeting of Astrapak
Shareholders to approve (i) the Repurchase of the Preference
Shares in terms of section 48 of the Companies Act; (ii) to the
extent required, the amendment of the ASOS Trust trust deed to
allow for the repurchase by Master Plastics of its shares distributed
to the ASOS Trust pursuant to the Unbundling; and (iii) to the extent
necessary in terms of section 75(7)(b)(i) of the Companies Act, the
entering into of any and all agreements by Astrapak pertaining to
the Ordinary Share Scheme, the Preference Share Scheme, the
Unbundling and the Listing;
“Guardians Fund”
the fund which falls under the administration of the Master of the
High Court in South Africa and which was created to hold and
administer funds that are paid to the Master on behalf of persons,
known or unknown;
“IFRS”
International Financial Reporting Standards;
“Implementation Agreement”
the written agreement entered into between Astrapak and RPC on
the Signature Date, together with the written (i) agreement entered
into on 31 January 2017 to extend, inter alia, the Long-Stop Date,
and (ii) addendum to the implementation agreement entered
into on 22 March 2017, which collectively govern, inter alia, the
implementation of the Ordinary Share Scheme;
“Income Tax Act”
the South African Income Tax Act, 1962 (Act 58 of 1962), as
amended;
21
“Independent Board”
those members of the Astrapak Board who have been appointed
to fulfill the role of an ‘independent board’, as contemplated in
regulation 108 of the Takeover Regulations, consisting of Phumzile
Langeni, Thabo Mokgatlha, Craig McDougall and Günter Steffens,
all of whom are independent as contemplated in regulation 108(8)
of the Takeover Regulations;
“Independent Expert”
Grant Thornton (Registration number 2013/053367/07), a private
company duly incorporated in accordance with the laws of
South Africa and appointed to provide external advice to the
Independent Board in relation to the Schemes in accordance
with the requirements of section 114 of the Companies Act and
regulation 110(1) of the Takeover Regulations;
“JSE”
JSE Limited (Registration number 2005/022939/06), a public
company duly incorporated in accordance with the laws of
South Africa and licensed as an exchange under the Financial
Markets Act;
“Last Practicable Date”
Friday, 24 March 2017 being the last practicable date prior to the
finalisation of this Circular;
“Listing” or “Master Plastics Listing”
the proposed listing of Master Plastics on the AltX on 24 May 2017;
“Listings Requirements”
the Listings Requirements of the JSE, as amended from time
to time;
“Long-Stop Date”
30 June 2017 or such later date as Astrapak and RPC may agree
to in writing;
“Lunifera”
Lunifera Investments Proprietary Limited (Registration number
1999/013932/07), a company duly incorporated in accordance
with the laws of South Africa and a wholly-owned Subsidiary of
Marcom;
“Marcom”
Marcom Plastics Proprietary Limited (Registration number
2001/015357/07), a company duly incorporated in accordance
with the laws of South Africa and whose shareholders are AMH
(60%) and Shalam Packaging (1998) Limited (40%);
“Master Plastics”
Master Plastics Limited (Registration number 2016/323930/06), a
company duly incorporated in accordance with the laws of South
Africa and a recently established wholly-owned Subsidiary of
Astrapak which will house all the Non-Core Assets;
“Master Plastics Distribution Shares” all of the Master Plastics Shares directly held by Astrapak as at the
Unbundling Record Date which are to be distributed to Astrapak
Ordinary Shareholders recorded in the Register on the Unbundling
Record Date pursuant to the Unbundling;
“Master Plastics Pre-Listing
Statement”
the pre-listing statement of Master Plastics to be published on or
about 20 April 2017 relating to the Master Plastics Listing;
“Master Plastics Shares”
or “Shares in Master Plastics”
ordinary shares with no par value issued by Master Plastics;
“Metier”
Lereko Metier Capital Growth Fund Managers Proprietary
Limited (Registration number 2004/033161/07), a company duly
incorporated in accordance with the laws of South Africa;
“Micawber 430”
Micawber 430 Proprietary Limited (Registration number
2005/025758/07), a company duly incorporated in accordance
with the laws of South Africa and a wholly-owned Subsidiary of
Master Plastics;
22
“Micawber 451”
Micawber 451 (RF) Proprietary Limited (Registration number
2005/036456/07), a company duly incorporated in accordance
with the laws of South Africa and a wholly-owned Subsidiary of
Master Plastics;
“Non-Core Assets”
all assets of Astrapak or any entity in which Astrapak has a direct
or indirect interest as at the Signature Date (other than the Core
Assets), being:
–– Astrapak’s direct or indirect interest in Master Plastics;
–– Peninsula Packaging, excluding (i) loans owing to and from the
Company and (ii) loans owing to and from AMH;
–– Astrapak’s direct or indirect interest in Micawber 451;
–– Astrapak’s direct or indirect interest in Micawber 430;
–– Astrapak’s direct or indirect interest in Barrier Film Converters;
–– Plusnet Geotex;
–– Erf 42 Aureus, Extension 1, Randfontein, Gauteng, situated at
13 Bussing Road measuring 1.3358 hectares held under title
deed T13124/2010;
–– Portion 43 and 44 of the Farm Koobult 121 IR measuring 7.9455
hectares and 864m2, 8.0319 hectares collectively, held under
title deed T90278/2010 with Diagram SG No, 12257/2007;
–– Erf no 93, Lea Glen Township, Registration Division IQ, the
Province of Gauteng, measuring 9,559m2 and held in terms of
title deed T27389/2016,
including the purchase consideration paid or payable in respect of
any such assets and further including any shares in Master Plastics
distributed to Astrapak Gauteng and the ASOS Trust, pursuant to
the Unbundling;
“Notice convening the General
Meeting of Astrapak Shareholders
(purple)”
the Notice convening the General Meeting of Astrapak
Shareholders;
“Notice convening the Ordinary
Share Scheme Meeting (white)”
the Notice convening the Ordinary Share Scheme Meeting;
“Notice convening the Preference
Share Scheme Meeting (grey)”
the Notice convening the Preference Share Scheme Meeting;
“Notice(s) convening the Scheme
Meetings”
collectively, the Notice convening the Ordinary Share Scheme
Meeting (white) and the Notice convening the Preference Share
Scheme Meeting (grey);
“Notice(s)”
collectively, the Notice convening the General Meeting of Astrapak
Shareholders (purple), the Notice convening the Ordinary Share
Scheme Meeting (white) and the Notice convening the Preference
Share Scheme Meeting (blue);
“Offer”
the offer made by RPC to acquire, either itself or through RPC
Nominee, all of the Astrapak Ordinary Shares, excluding the
Treasury Shares and the 1 258 594 Astrapak Ordinary Shares
held by the ASOS Trust, being a total of 121 035 232 Astrapak
Ordinary Shares, by way of a scheme of arrangement in terms of
section 114 of the Companies Act;
“Offer Period”
shall bear the meaning ascribed to such term in section 117(1)(g)
of the Companies Act;
23
“Ordinary Share Scheme”
or “Proposed Transaction”
the scheme of arrangement proposed by the Astrapak Board
between Astrapak and its Ordinary Shareholders, in terms of
section 114(1) of the Companies Act, which, if implemented, will
result in RPC (itself or through RPC Nominee) acquiring the
Ordinary Scheme Shares from the Ordinary Share Scheme
Participants (other than certain Excluded Ordinary Shares) for the
Ordinary Share Scheme Consideration;
“Ordinary Share Scheme Completion
Consideration”
the aggregate consideration payable in respect of the Ordinary
Share Scheme (excluding the Agterskot Consideration) calculated
with reference to the Completion Accounts in accordance with the
provisions of the Implementation Agreement, provided that such
Ordinary Share Scheme Completion Consideration shall be no less
than the Ordinary Share Scheme Minimum Consideration;
“Ordinary Share Scheme Conditions” the suspensive conditions to which the implementation of the
Ordinary Share Scheme is subject, as set out in paragraph 3.2.2 of
this Circular;
“Ordinary Share Scheme Conditions
Fulfilment Date”
the date on which the last of the Ordinary Share Scheme Conditions
has been fulfilled or waived, as the case may be;
“Ordinary Share Scheme
Consideration”
the total cash consideration which Ordinary Shareholders will/may
potentially receive, if the Ordinary Share Scheme is implemented,
being the aggregate of:
––
––
––
––
the Ordinary Share Scheme Minimum Consideration;
the Completion Calculation Amount;
the Denver Property Amount; and
the Agterskot Litigation Consideration,
which amounts:
–– in each instance, are free of exchange and bank commission
and without any set off and/or deduction; and
–– in aggregate, will not be less than the Ordinary Share Scheme
Minimum Consideration;
“Ordinary Share Scheme
Consideration Record Date”
the third Business Day after the Ordinary Share Scheme LDT,
being the last date for Astrapak Ordinary Shareholders (but
excluding the holders of the Excluded Ordinary Shares) to be
recorded in the Register in order to receive the Ordinary Share
Scheme Consideration, which date is expected to be Thursday,
15 June 2017;
“Ordinary Share Scheme
Implementation Date”
the Business Day on which the Company will commence paying
the Ordinary Share Scheme Minimum Consideration, together with
the relevant Agterskot Consideration then due (if any), as further
detailed in this Circular, to Ordinary Share Scheme Participants,
being the first Business Day following the Ordinary Share Scheme
Consideration Record Date, which implementation date is expected
to be Monday, 19 June 2017;
“Ordinary Share Scheme LDT”
the last day to trade Astrapak Ordinary Shares on the JSE in order
to be registered in the Register on the Ordinary Share Scheme
Consideration Record Date, which date is expected to be Monday,
12 June 2017;
24
“Ordinary Share Scheme Meeting”
the meeting of Ordinary Share Scheme Members convened in
terms of the Companies Act (including any adjournment or
postponement thereof), to be held at 11:00 (or immediately
following the Preference Share Scheme Meeting, whichever is
earlier) on Friday, 12 May 2017 at Protea Hotel Fire & Ice, situated
at Melrose Arch, Sandton, Johannesburg, to consider and, if
deemed fit, to pass, with or without modification, the resolutions
necessary to implement the Ordinary Share Scheme;
“Ordinary Share Scheme Members”
Astrapak Ordinary Shareholders (other than the holders of
Excluded Ordinary Shares) recorded in the Register on the
Ordinary Share Scheme Voting Record Date, who are lawfully
entitled to attend and vote at the Ordinary Share Scheme Meeting;
“Ordinary Share Scheme Minimum
Consideration”
the minimum cash consideration which Astrapak Ordinary
Shareholders (other than the holders of Excluded Ordinary Shares)
will receive, if the Ordinary Share Scheme is implemented, being
an amount of no less than R6.40 per Ordinary Scheme Share held
on the Ordinary Share Scheme Record Date;
“Ordinary Share Scheme
Participants”
holders of Ordinary Scheme Shares recorded in the Register at
17:00 on the Ordinary Share Scheme Consideration Record Date;
provided that (i) Astrapak Ordinary Shareholders who become
Excluded Dissenting Ordinary Shareholders after the Ordinary
Share Scheme Consideration Record Date will not be regarded as
Ordinary Share Scheme Participants; and (ii) since Dissenting
Ordinary Shareholders may become Excluded Dissenting Ordinary
Shareholders, Dissenting Ordinary Shareholders will only be
regarded as Ordinary Share Scheme Participants once they cease
to be Dissenting Ordinary Shareholders as contemplated in
paragraph 3.2.7 of this Circular;
“Ordinary Share Scheme Resolution”
the special resolution as contemplated in section 115(2) of the
Companies Act in terms of which Ordinary Shareholders approve
the Ordinary Share Scheme;
“Ordinary Scheme Shares”
all of the Astrapak Ordinary Shares in issue on the Ordinary Share
Scheme Implementation Date, excluding the Treasury Shares and
the 1 258 594 Astrapak Ordinary Shares held by the ASOS Trust,
being a total of 121 035 232 Ordinary Shares;
“Ordinary Share Scheme Voting
Record Date”
the last date to be recorded in the Register in order for Astrapak
Ordinary Shareholders (but excluding the holders of the Excluded
Ordinary Shares) to become Ordinary Share Scheme Members
and, therefore, be eligible to attend, speak and vote at the Ordinary
Share Scheme Meeting (or any adjournment or postponement
thereof), being the close of trade on Friday, 5 May 2017;
“Panel”
the Takeover Regulation Panel established in accordance with
section 196 of the Companies Act;
“Peninsula Packaging”
Peninsula Packaging, a division of Master Plastics;
“Plusnet Geotex”
the Coralline Investments division of Master Plastics, trading as
‘Plusnet Geotex’;
25
“Preference Share Scheme” or
“Repurchase of the Preference
Shares”
the scheme of arrangement in terms of section 114(1) of the
Companies Act, proposed by the Astrapak Board between
Astrapak and its Preference Shareholders, which, if implemented,
will result in Astrapak voluntarily repurchasing the Preference
Scheme Shares from the Preference Share Scheme Participants,
and such Preference Share Scheme Participants will be obliged to
sell to Astrapak, all of the Preference Scheme Shares to Astrapak
for the Preference Share Scheme Consideration;
“Preference Share Scheme
Conditions”
the conditions to which the Preference Share Scheme is subject,
as set out in paragraph 4.2.2 of this Circular;
“Preference Share Scheme
Consideration”
an amount of R100.00, which is payable in cash to each Preference
Share Scheme Participant for each Preference Scheme Share held
by such Preference Share Scheme Participant on the Preference
Share Consideration Record Date;
“Preference Share Scheme
Consideration Record Date”
the third Business Day after the Preference Share Scheme LDT,
being the last date for Astrapak Preference Shareholders to be
recorded in the Register in order to receive the Preference Share
Scheme Consideration, which date is expected to be Thursday,
15 June 2017;
“Preference Share Scheme
Implementation Date”
the Business Day on which the Company will commence paying
the Preference Share Scheme Consideration to Preference Share
Scheme Participants as at that date, being the Business Day
following the Preference Share Scheme Consideration Record
Date, which implementation date is expected to be Monday,
19 June 2017;
“Preference Share Scheme LDT”
the last day to trade Astrapak Preference Shares on the JSE in
order to be registered in the Register on the Preference Share
Scheme Consideration Record Date, which date is expected to be
Monday, 12 June 2017;
“Preference Share Scheme Meeting”
the meeting of Astrapak Preference Shareholders convened in terms
of the Companies Act (including any adjournment or postponement
thereof), to be held at 10:30 (or immediately following the General
Meeting of Astrapak Shareholders, whichever is earlier) on Friday,
12 May 2017 at Protea Hotel Fire & Ice, situated at Melrose Arch,
Sandton, Johannesburg, to consider and, if deemed fit, to pass,
with or without modification, the resolutions necessary to implement
the Preference Share Scheme;
“Preference Share Scheme Members” Astrapak Preference Shareholders recorded in the Register on the
Preference Share Scheme Voting Record Date, who are lawfully
entitled to attend and vote at the Preference Share Scheme
Meeting;
“Preference Share Scheme
Participants”
26
holders of Preference Scheme Shares recorded in the Register at
17:00 on the Preference Share Scheme Consideration Record Date;
provided that (i) Astrapak Preference Shareholders who become
Excluded Dissenting Preference Shareholders after the Preference
Share Scheme Consideration Record Date will not be regarded as
Preference Share Scheme Participants; and (ii) since Dissenting
Preference Shareholders may become Excluded Dissenting
Preference Shareholders, Dissenting Preference Shareholders
will only be regarded as Preference Share Scheme Participants
once they cease to be Dissenting Preference Shareholders as
contemplated in paragraph 4.2.6 of the Circular;
“Preference Share Scheme
Resolution”
the special resolution as contemplated in section 115(2) of the
Companies Act in terms of which Preference Shareholders approve
the Preference Share Scheme;
“Preference Scheme Shares”
all of the Astrapak Preference Shares in issue on the Preference
Share Scheme Implementation Date, being a total of
1 500 000 Preference Shares;
“Preference Share Scheme Voting
Record Date”
the last date to be recorded in the Register in order for Astrapak
Preference Shareholders to become Preference Share Scheme
Members and, therefore, be eligible to attend, speak and vote
at the Preference Share Scheme Meeting (or any adjournment
or postponement thereof), being the close of trade on Friday,
5 May 2017;
“Rand” or “R”
South African Rand, the official currency of South Africa;
“Register”
Astrapak’s securities
Securities Register;
“Regulations”
the Companies Regulations, 2011, published in terms of the
Companies Act;
“RPC”
RPC Group PLC (Company Number 2578443), a company
incorporated in England and Wales and listed on the London
Stock Exchange and whose shareholders in excess of 3% as at
the Last Practicable Date comprise AXA Investment Managers UK
Limited (9.03%), Standard Life Investments Limited (4.99%) Old
Mutual Global Investors (UK) Limited (4.56%), Threadneedle Asset
Management Limited (4.05%), BlackRock Investment Management
(UK) Limited (3.36%), Legal & General Investment Management
Limited (3.31%) and The Vanguard Group, Inc (3.20%);
“RPC Board”
the board of directors of RPC at the Last Practicable Date;
“RPC Nominee”
any wholly-owned Subsidiary of RPC established solely for the
purposes of fulfilling RPC’s obligations in terms of the Implementation
Agreement and the Ordinary Share Scheme which is nominated by
RPC in writing to Astrapak to fulfil RPC’s obligations in terms of the
Implementation Agreement and the Ordinary Share Scheme;
“SARB”
the South African Reserve Bank;
“Scheme Meetings”
collectively, the Ordinary Share Scheme Meeting and the Preference
Share Scheme Meeting;
“Schemes”
collectively, the Ordinary Share Scheme and the Preference Share
Scheme;
“SENS”
the Stock Exchange News Service of the JSE;
“Signature Date”
the date of signature of the Implementation Agreement, being
14 December 2016;
“South Africa”
the Republic of South Africa;
“Strate”
the settlement and clearing system used by the JSE, managed by
Strate Proprietary Limited (Registration number 1998/022242/07),
a private company duly incorporated in accordance with the laws
of South Africa;
“STT”
securities transfer tax levied in terms of the South African Securities
Transfer Act, 2007 (Act 25 of 2007), as amended;
“Subsidiary(ies)”
a subsidiary as defined in the Companies Act;
register,
including
the
Uncertificated
27
“Takeover Regulations”
the regulations published in terms of section 120 of the Companies
Act which form part of the Regulations;
“Transfer Secretaries”
Computershare Investor Services Proprietary Limited (Registration
number 2004/003647/07), a private company duly incorporated in
accordance with the laws of South Africa;
“Treasury Shares”
12 837 424 Ordinary Shares held by Astrapak Gauteng;
“Unbundling”
the proposed distribution of 135 131 250 Master Plastics Shares
held by Astrapak and comprising 100% of the issued shares of
Master Plastics, to Astrapak Ordinary Shareholders in the ratio of
one Master Plastics Share for every one Astrapak Ordinary Share
held (subject to the rounding convention applied by the JSE), in
terms of section 46(1)(a)(ii) of the Companies Act, section 46 of the
Income Tax Act and section 8(1)(a)(iv) of the South African
Securities Transfer Act, 2007 (Act 25 of 2007);
“Unbundling Record Date”
the last date on which an Astrapak Ordinary Shareholder must be
recorded in the Register in order to participate in the Unbundling,
which date is expected to be Friday, 26 May 2017;
“Uncertificated Securities Register”
the record of Dematerialised Shares administered and maintained
by a CSDP and which forms part of the Register;
“VWAP”
in relation to a share or other security over a period, the volume
weighted average traded price, as defined in the Listings
Requirements;
“Webber Wentzel” or “Legal Advisors” Webber Wentzel, being the legal and tax advisors to Astrapak; and
“Weener”
28
Weener Plastop Proprietary Limited (Registration number
2004/005991/07), a company duly incorporated in accordance
with the laws of South Africa and whose shareholders are AMH
(50%) and Weener Plastik Beteiligungs GmbH (50%).
ASTRAPAK LIMITED
Incorporated in the Republic of South Africa
(Registration number 1995/009169/06)
Share code: APK ISIN: ZAE000096962
Share code: APKP ISIN: ZAE000087201
(“Astrapak” or “the Company”)
Directors
Executive
Robin Moore (Chief Executive Officer)
Manley Diedloff (Chief Financial Director)
Non-executive
Phumzile Langeni* (Chairman)
Paul Botha
Craig McDougall*
Thabo Mokgatlha*
Günter Steffens*
*Independent
CIRCULAR TO ASTRAPAK SHAREHOLDERS
1. INTRODUCTION
Astrapak Shareholders are referred to the Firm Intention Announcement released on SENS on 15 December
2016 regarding, inter alia, the Offer by RPC to acquire, either itself or through RPC Nominee, all of the
Astrapak Ordinary Shares, excluding the Treasury Shares and the 1 258 594 Astrapak Ordinary Shares
held by the ASOS Trust, being a total of 121 035 232 Astrapak Ordinary Shares, by way of a scheme of
arrangement in terms of section 114 of the Companies Act, to be proposed by the Astrapak Board to the
Astrapak Ordinary Shareholders.
As set out in the Firm Intention Announcement, Astrapak Shareholders were further informed that the
Offer was submitted on the basis that:
– the Astrapak Preference Shares will be voluntarily repurchased by Astrapak prior to, or in parallel
with, the implementation of the Ordinary Share Scheme at a repurchase consideration of R100.00 per
Astrapak Preference Share; and
– Astrapak’s Non-Core Assets (which include, inter alia, the Flexibles’ Operations comprising
Peninsula Packaging, Barrier Film Converters and Plusnet Geotex) will prior to, or in parallel with, the
implementation of the Ordinary Share Scheme, be distributed to Astrapak Ordinary Shareholders.
Accordingly, the Astrapak Board has resolved, in addition to the Ordinary Share Scheme:
– subject to the fulfilment of the conditions set out in paragraph 4.2 below, to implement the voluntary
Repurchase of the Preference Shares from the Preference Shareholders, by way of a scheme of
arrangement in terms of section 114 of the Companies Act, to be proposed by the Astrapak Board to
the Preference Shareholders.
The Preference Share Scheme will, if implemented, result in the voluntary repurchase by Astrapak
of all the Preference Shares, whereby the Preference Shareholders will be obliged to sell to the
Company 100% of the Preference Shares for the Preference Share Scheme Consideration, being a
cash consideration of R100.00 per Preference Scheme Share held on the Preference Share Scheme
Record Date; and
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– subject to the fulfilment of the condition set out in paragraph 5.2 below, to unbundle all its Shares in
Master Plastics, a recently established wholly-owned Subsidiary of Astrapak which houses all the
Non-Core Assets, to Astrapak Ordinary Shareholders by way of a distribution in specie in terms of
section 46(1)(a)(ii) of the Companies Act and section 46 of the Income Tax Act, in the intended ratio
of one Master Plastics Share for every one Astrapak Ordinary Share held at the close of business on
the Unbundling Record Date, and separately list Master Plastics on the AltX.
Summary of the financial impact of the Ordinary Share Scheme, the Preference Share Scheme and
the Unbundling
The Ordinary Share Scheme could, if implemented, and if all amounts in paragraphs 3.2.4.1.1 to 3.2.4.1.4
below are paid in full, deliver an estimated consideration, pursuant to the Ordinary Share Scheme,
of R7.65 per Ordinary Scheme Share held on the Ordinary Share Scheme Record Date. In addition,
Astrapak Ordinary Shareholders will receive Master Plastics Shares via the Unbundling. To clarify, the
Ordinary Share Scheme could, if implemented, deliver a minimum cash consideration of no less than
R6.40 per Ordinary Scheme Share for each Ordinary Scheme Share held on the Ordinary Share Scheme
Record Date, plus R0.59 per Ordinary Scheme Share in respect of the Denver Property Amount detailed
in paragraph 3.2.4.1.3 below, plus the further potential amounts of R0.33 per Ordinary Scheme Share
attributable to the Completion Calculation Amount detailed in paragraph 3.2.4.1.2 below (calculated,
for illustrative purposes, with reference to Astrapak’s management accounts as at 31 October 2016)
and R0.33 per Ordinary Scheme Share attributable to the Agterskot Litigation Consideration detailed in
paragraph 3.2.4.1.4 below.
As per the pro forma financial effects set out in paragraph 5.10 below, Master Plastics had a net asset
value of R246.91 million as at 31 August 2016, representing R2.04 per Ordinary Scheme Share. The net
asset value of Master Plastics will vary to the date of the Unbundling due to changes in the financial
position of Master Plastics, the accounting policies adopted by Master Plastics and the requirements
of IFRS related to the restructure and the Unbundling. The underlying intrinsic value of Master Plastics
will, however, not be impacted. As at the close of trade on 14 December 2016 (being the day prior to
the release of the Firm Intention Announcement on SENS), Astrapak Ordinary Shares were trading at
R5.40 per Ordinary Share, with the 30-day VWAP being R5.10 per Astrapak Ordinary Share.
Astrapak Preference Shareholders will receive R100.00 per Astrapak Preference Share, together with all
dividends accruing up to the day prior to the voluntary Repurchase of the Preference Shares. As at the
close of trade on 14 December 2016, Astrapak Preference Shares were trading at R84.00 per Preference
Share, with the 30-day VWAP being R82.25 per Astrapak Preference Share.
Further details of the Preference Share Scheme, the Unbundling and the Listing are set out in
paragraphs 4 and 5, respectively, of this Circular.
The terms of the Ordinary Share Scheme, which is governed by the Implementation Agreement, are
detailed in paragraph 3 below.
Following the implementation of the Ordinary Share Scheme, and excluding the Excluded Dissenting
Ordinary Shareholders Shares which will be transferred to Astrapak and cancelled, as more fully set out
in paragraph 3.2.7 below, RPC or RPC Nominee, as the case may be, will become the registered and
beneficial owner of all of the Ordinary Scheme Shares.
Subject to the Ordinary Share Scheme becoming unconditional in accordance with its terms, the JSE
has, in terms of paragraph 1.16 of the Listings Requirements, granted approval for the suspension of the
listing of the Astrapak Ordinary Shares on the JSE with effect from the commencement of trade on the
JSE on the Business Day immediately following the Ordinary Share Scheme LDT, which Ordinary Share
Scheme LDT is expected to be Monday, 12 June 2017, and the termination of the listing of the Astrapak
Ordinary Shares on the JSE from the commencement of trade on the Business Day immediately following
the Ordinary Share Scheme Implementation Date, which is expected to be Tuesday, 20 June 2017.
In addition, subject to the Preference Share Scheme becoming unconditional in accordance with its
terms, the JSE has, in terms of paragraph 1.16 of the Listings Requirements, granted approval for the
suspension of the listing of the Astrapak Preference Shares on the JSE with effect from the commencement
of trade on the JSE on the Business Day immediately following the Preference Share Scheme LDT, which
Preference Share Scheme LDT is expected to be Monday, 12 June 2017, and the termination of the
listing of the Astrapak Preference Shares on the JSE from the commencement of trade on the Business
Day immediately following the Preference Share Scheme Implementation Date, which is expected to be
Tuesday, 20 June 2017.
30
2. PURPOSE OF THIS CIRCULAR
The purpose of this Circular is to provide Astrapak Shareholders with the relevant information regarding:
2.1 the Ordinary Share Scheme and the subsequent delisting of the Astrapak Ordinary Shares from
the JSE;
2.2 the Preference Share Scheme and the subsequent delisting of the Astrapak Preference Shares
from the JSE;
2.3 the proposed unbundling of the Master Plastics Distribution Shares to Astrapak Ordinary
Shareholders; and
2.4 the proposed listing of Master Plastics on the AltX,
including, inter alia, the reports of the Independent Expert prepared in accordance with the requirements
of section 114(3) of the Companies Act and the recommendations of the Independent Board in respect of
the Ordinary Share Scheme and the Preference Share Scheme, and to give notice convening the General
Meeting of Astrapak Shareholders and the Scheme Meetings in order to consider and, if deemed fit, to
pass the resolutions necessary to approve and implement, inter alia, the Ordinary Share Scheme and
the Preference Share Scheme, as the case may be, in accordance with the Companies Act, the Takeover
Regulations and the Listings Requirements.
The Notice(s) of the General Meeting of Astrapak Shareholders (purple), the Ordinary Share Scheme
Meeting (white) and the Preference Share Scheme Meeting (grey) are attached to, and form part of,
this Circular.
3. ORDINARY SHARE SCHEME
3.1 Rationale for the Ordinary Share Scheme
With annualised revenues of approximately £2.5 billion as set out in the Annual Report for the year
ended 31 March 2016 (pro forma adjusted for acquisitions in 2016) and a market capitalisation of
over £3.8 billion, RPC is an international plastic products design and engineering company listed
on the London Stock Exchange. RPC operates in 31 countries and employs over 20 000 people.
RPC serves a wide range of customers, including many blue chip organisations across food and
non-food packaging, personal and healthcare and other segments, and has a strong track record
of technical expertise and product innovation across multiple polymer conversion processes.
RPC’s strategy is to grow and develop leading positions in its chosen product-markets and
geographies in the plastics’ industry by establishing strong long-term relationships with its
customers and by developing high quality, innovative products that meet customers’ needs.
The RPC Board believes that Astrapak is an excellent fit in terms of their strategy to increase the
company’s manufacturing footprint outside Europe, with South Africa becoming an increasingly
important market. In addition, the Proposed Transaction would enable RPC to establish a platform
for growth in Sub-Saharan Africa, positioning the combined group to expand further into the high
growth African markets.
The RPC Board has followed the progress that Astrapak has made in implementing its restructuring
initiatives. Notwithstanding such progress, the RPC Board believes that Astrapak would benefit
further from the additional development opportunities that the Proposed Transaction would provide.
Furthermore, Astrapak would also benefit from greater economies of scale and market access
under the RPC umbrella, as well as enhanced innovation capabilities. The intention of the RPC
Board is, as it has done with each of the companies it has acquired over the last several years, to
support the further development of Astrapak.
3.2 Terms and conditions of the Ordinary Share Scheme
In terms of section 114(1) of the Companies Act, the Astrapak Board hereby proposes the Ordinary
Share Scheme, on the terms set out in this paragraph 3, between Astrapak and the Astrapak
Ordinary Shareholders.
3.2.1
The Ordinary Share Scheme
3.2.1.1
In terms of the Ordinary Share Scheme, RPC (itself or through RPC Nominee)
will acquire the Ordinary Share Scheme Shares from the Ordinary Share Scheme
Participants for the Ordinary Share Scheme Consideration.
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3.2.1.2
32
Subject to the Ordinary Share Scheme becoming unconditional with effect from
the Ordinary Share Scheme Implementation Date:
3.2.1.2.1
the Ordinary Share Scheme Participants (whether or not they voted
in favour of the Ordinary Share Scheme or abstained from voting)
will be deemed to have disposed of (and will be deemed to have
undertaken to transfer) each of their Ordinary Scheme Shares, free of
encumbrances, to RPC (itself or through RPC Nominee) in exchange
for the Ordinary Share Scheme Consideration, and RPC (itself or
through RPC Nominee) will be deemed to have acquired registered
and beneficial ownership of each such Ordinary Scheme Share;
3.2.1.2.2
the disposal and transfer by each Ordinary Share Scheme Participant
of the Ordinary Scheme Shares held by each such Ordinary Share
Scheme Participant to RPC (itself or through RPC Nominee), and the
acquisition and ownership of those Ordinary Scheme Shares by RPC
(itself or through RPC Nominee), pursuant to the provisions of the
Ordinary Share Scheme, will be effected;
3.2.1.2.3
each Ordinary Share Scheme Participant will be deemed to have
transferred to RPC (itself or through RPC Nominee) all of the Ordinary
Scheme Shares held by such Ordinary Share Scheme Participant,
without any further act or instrument being required; and
3.2.1.2.4
Ordinary Share Scheme Participants will be entitled to receive the
Ordinary Share Scheme Consideration for each Ordinary Scheme
Share transferred to RPC (itself or through RPC Nominee) in terms of
the Ordinary Share Scheme, subject to the remaining provisions of
this paragraph 3.
3.2.1.3
Each Ordinary Share Scheme Participant irrevocably and in rem suam authorises
and nominates Astrapak, as principal, with power of substitution, to cause the
Ordinary Share Scheme Shares disposed of by the Ordinary Share Scheme
Participants in terms of the Ordinary Share Scheme to be transferred to, and
registered in the name of, RPC (itself or through RPC Nominee) on or at any
time after the Ordinary Share Scheme Implementation Date, and to do all such
things and take all such steps (including the signing of any transfer form) as
Astrapak, in its discretion, considers necessary in order to give effect to that
transfer and registration.
3.2.1.4
The Ordinary Share Scheme Consideration will be settled, in full, in accordance
with the terms of the Ordinary Share Scheme without regard to any lien, right of setoff, counterclaim or other analogous right to which Astrapak or RPC may otherwise
be, or claim to be, entitled against an Ordinary Share Scheme Participant.
3.2.1.5
Astrapak, as principal, will procure that RPC complies with its obligations under
the Ordinary Share Scheme, and Astrapak alone will have the right to enforce
those obligations (if necessary) against RPC.
3.2.1.6
The rights of the Ordinary Share Scheme Participants to receive the Ordinary
Share Scheme Consideration will be enforceable by Ordinary Share Scheme
Participants against Astrapak only. Ordinary Share Scheme Participants will be
entitled to require Astrapak to enforce its rights in terms of the Ordinary Share
Scheme against RPC.
3.2.1.7
The effect of the Ordinary Share Scheme will be that, inter alia, RPC (itself or through
RPC Nominee) will, with effect from the Ordinary Share Scheme Implementation
Date, become the registered and beneficial owner of all Ordinary Scheme Shares.
None of the Ordinary Scheme Shares will be transferred to any other person.
3.2.1.8
Astrapak and RPC have agreed that, upon the Ordinary Share Scheme becoming
operative, they will give effect to the terms and conditions of the Ordinary Share
Scheme and will take all actions and sign all necessary documents to give effect
to the Ordinary Share Scheme.
3.2.2
Conditions to the implementation of the Ordinary Share Scheme
The implementation of the Ordinary Share Scheme is subject to the suspensive conditions that:
3.2.2.1
by no later than 23:59 on the Long-Stop Date:
3.2.2.1.1
in respect of the voluntary Repurchase of the Preference Shares at a
repurchase price of R100.00 per Preference Share:
3.2.2.1.1.1
the Astrapak Board passes a written resolution in
accordance with the provisions of section 46 of the
Companies Act:
3.2.2.1.1.1.1
authorising the voluntary Repurchase of the
Preference Shares by the Company; and
3.2.2.1.1.1.2
acknowledging that it has applied the
solvency and liquidity test, as set out in
section 4 of the Companies Act, and has
reasonably concluded that the Company
will satisfy the solvency and liquidity
test immediately after the voluntary
Repurchase of the Preference Shares;
3.2.2.1.1.2
a special resolution has been passed by the requisite
majority of Astrapak Ordinary Shareholders and Astrapak
Preference Shareholders entitled to vote on the voluntary
Repurchase of the Preference Shares approving the
voluntary repurchase in accordance with section 48 of
the Companies Act;
3.2.2.1.1.3
a special resolution has been passed by the requisite
majority of Astrapak Preference Shareholders entitled
to vote on the voluntary Repurchase of the Preference
Shares, approving the voluntary repurchase in
accordance with section 114 and section 115(2)(a) of
the Companies Act and (i) to the extent required, the
implementation of such special resolution is approved by
a Court; and (ii) if applicable, Astrapak has not elected
to treat such special resolution as a nullity pursuant to
section 115(5)(b) of the Companies Act; and
3.2.2.1.1.4
Astrapak has not elected to treat the special resolution
in paragraph 3.2.2.1.3 above as a nullity pursuant to
section 115(5) of the Companies Act and a Court has
granted its approval pursuant to section 115(3) of the
Companies Act in circumstances where:
3.2.2.1.1.5
3.2.2.1.1.4.1
the special resolution referred to in
paragraph 3.2.2.1.1.3 above is opposed
by 15% or more of the voting rights that
were exercised in respect of that special
resolution; and
3.2.2.1.1.4.2
an Astrapak Preference Shareholder
who voted against the special resolution
requires Astrapak, within five Business
Days after the vote, to seek Court
approval pursuant to section 115(3) of the
Companies Act;
if the special resolution referred to in paragraph 3.2.2.1.1.3
above is not opposed by 15% or more of the voting rights
that were exercised in respect of that special resolution,
no leave is granted by a Court to any Astrapak Preference
33
Shareholder who voted against that special resolution to
apply to such Court for a review of the Preference Share
Scheme pursuant to section 115(6), read together with
section 115(3)(a), of the Companies Act;
3.2.2.1.1.6
RPC has elected in writing to proceed with the Proposed
Transaction in circumstances where, within the time
period prescribed in section 164(7) of the Companies
Act, Astrapak Preference Shareholders have exercised
Appraisal Rights, by giving valid demands pursuant to
sections 164(5) to (8) of the Companies Act, in respect of
5% or more of all the Preference Shares;
3.2.2.1.1.7
to the extent required, an ordinary resolution has been
passed by the requisite majority of Astrapak Ordinary
Shareholders entitled to vote, approving and ratifying
the voluntary Repurchase of the Preference Shares
by the Company pursuant to section 75(7)(b)(i) of the
Companies Act;
3.2.2.1.2
the Unbundling is fully implemented;
3.2.2.1.3
in respect of the Ordinary Share Scheme:
3.2.2.1.3.1
a special resolution has been passed, at the Ordinary
Share Scheme Meeting, by the requisite majority of
Astrapak Ordinary Shareholders entitled to vote on the
Ordinary Share Scheme, approving the Ordinary Share
Scheme in accordance with section 115(2)(a) of the
Companies Act (including to the extent required, an
amendment to the ASOS Trust trust deed to allow for
the repurchase by Master Plastics of any of the Master
Plastics Shares distributed to the ASOS Trust pursuant
to the Unbundling) and (i) to the extent required, the
implementation of such special resolution is approved by
a Court; and (ii) if applicable, Astrapak has not elected
to treat such special resolution as a nullity pursuant to
section 115(5)(b) of the Companies Act; and
3.2.2.1.3.2
Astrapak has not elected to treat the special resolution
in paragraph 3.2.2.1.1.3 above as a nullity pursuant to
section 115(5) of the Companies Act and a Court has
granted its approval pursuant to section 115(3) of the
Companies Act in circumstances where:
3.2.2.1.3.3
34
3.2.2.1.3.2.1
the special resolution referred to in
paragraph 3.2.2.1.1.3 above is opposed
by 15% or more of the voting rights that
were exercised in respect of such special
resolution; and
3.2.2.1.3.2.2
an Astrapak Ordinary Shareholder who
voted against the special resolution
requires Astrapak, within five Business
Days after the vote, to seek Court
approval pursuant to section 115(3) of the
Companies Act;
if the special resolution referred to in paragraph
3.2.2.1.1.3 above is not opposed by 15% or more of
the voting rights that were exercised in respect of that
special resolution, no leave has been granted by a Court
to any Astrapak Ordinary Shareholder who voted against
that special resolution to apply to such Court for a review
of the Proposed Transaction pursuant to section 115(6),
read together with section 115(3)(a), of the Companies
Act;
3.2.2.2
3.2.3
3.2.2.1.3.4
RPC has elected to proceed with the Proposed
Transaction in circumstances where, within the time
period prescribed in section 164(7) of the Companies
Act, Astrapak Ordinary Shareholders have exercised
Appraisal Rights, by giving valid demands pursuant to
sections 164(5) to (8) of the Companies Act, in respect of
5% or more of all the Ordinary Scheme Shares;
3.2.2.1.3.5
the Proposed Transaction has been unconditionally
approved by the South African Competition Authorities,
or conditionally approved on terms and conditions
which are acceptable to RPC;
3.2.2.1.3.6
to the extent required, an ordinary resolution has been
passed by the requisite majority of Astrapak Ordinary
Shareholders entitled to vote, approving and ratifying the
Ordinary Share Scheme pursuant to section 75(7)(b)(i) of
the Companies Act; and
by no later than 23:59 on the third Business Day following the fulfilment (or waiver,
as the case may be) of the last of the Ordinary Share Scheme Conditions set out
in paragraph 3.2.2.1, the Panel has issued a compliance certificate with respect
to the Proposed Transaction pursuant to section 119(4)(b) of the Companies
Act; provided that, if such compliance certificate is issued conditionally or on
terms, this Ordinary Share Scheme Condition will not be regarded as having been
fulfilled unless RPC confirms in writing (by no later than the said date and time)
that such conditions and terms are acceptable to RPC, which confirmation will not
be unreasonably withheld or delayed.
Competition Approval
Astrapak and RPC record that the Ordinary Share Scheme requires approval from
the Competition Authorities in terms of the Competition Act. The required approval has
been obtained.
3.2.4
Potential Aggregate Ordinary Share Scheme Consideration
3.2.4.1
In terms of the Offer, the total consideration has been determined with reference
to an enterprise value of the operational assets being acquired by RPC (itself
or through RPC Nominee) of R1.370 million, on a cash-free debt-free basis.
The enterprise value has been determined based on, inter alia, an audited
FY16 EBITDA of the manufacturing operations of R219 million, equivalent to an
enterprise value to EBITDA FY16 multiple of approximately 6.3 times. Astrapak
Ordinary Shareholders will/may potentially receive, if the Ordinary Share Scheme
is implemented, the aggregate of:
3.2.4.1.1
the Ordinary Share Scheme Minimum Consideration;
3.2.4.1.2
the Completion Calculation Amount;
3.2.4.1.3
the Denver Property Amount; and
3.2.4.1.4
the potential Agterskot Litigation Consideration,
which amounts, in each instance, are free of exchange and bank commission and
without any set off and/or deduction.
3.2.4.2
The aggregate consideration actually paid to Ordinary Share Scheme Participants
will not be less than the Ordinary Share Scheme Minimum Consideration.
35
3.2.4.3
The Ordinary Share Scheme Minimum Consideration has been calculated with
reference to Astrapak’s management accounts as at 31 October 2016.
3.2.4.4
The potential consideration, comprising the aggregate of the Ordinary Share
Scheme Minimum Consideration and the Agterskot Consideration, calculated
with reference to Astrapak’s management accounts as at 31 October 2016, and
on the basis outlined in the Implementation Agreement, is R7.65 per Ordinary
Scheme Share.
3.2.4.5
Astrapak’s management representatives will prepare a document setting out the
calculation (“Calculation Document”) of the consideration payable to Ordinary
Share Scheme Participants in respect of the Ordinary Share Scheme (excluding
the Denver Property Amount and the Agterskot Litigation Consideration), which
will be determined by:
3.2.4.5.1
updating the illustrative table of debt and debt-like items used to
calculate the Ordinary Share Scheme Minimum Consideration to
reflect the relevant amounts set out in the Completion Accounts; and
3.2.4.5.2
calculating the Ordinary Share Scheme Consideration, on the basis
outlined in the Implementation Agreement, with reference to the
Completion Accounts.
The Calculation Document and the Completion Accounts are collectively referred
to hereinafter as the “Ordinary Share Scheme Completion Documents”. The
Ordinary Share Scheme Completion Documents will be prepared by Astrapak’s
management representatives within seven days of the Ordinary Share Scheme
Conditions Fulfilment Date, after which RPC and Metier, in its capacity as the
Astrapak Ordinary Shareholder representative and the asset manager of the
largest Astrapak Ordinary Shareholder, will be afforded a seven day time period
to consider the Ordinary Share Scheme Completion Documents. Any disputes
regarding the Ordinary Share Scheme Completion Documents will be resolved by
an independent expert, in accordance with the expedited process provided for in
the Implementation Agreement.
3.2.5
36
Settlement of the potential aggregate Ordinary Share Scheme Consideration
3.2.5.1
Subject to paragraphs 3.2.5.6 and 3.2.5.10 below, and subject to the Ordinary
Share Scheme becoming operative, Ordinary Share Scheme Participants will
be entitled to receive the potential consideration (comprising the aggregate of
the Ordinary Share Scheme Minimum Consideration and the potential Agterskot
Consideration) in respect of each Ordinary Scheme Share held by them on the
Ordinary Share Scheme Consideration Record Date.
3.2.5.2
Ordinary Share Scheme Participants will, if the Ordinary Share Scheme is
implemented, receive the Ordinary Share Scheme Minimum Consideration,
together with the relevant Agterskot Consideration then due (if any), as further
detailed in this Circular, on the Ordinary Share Scheme Implementation Date.
3.2.5.3
Should the Ordinary Share Scheme Consideration calculated in accordance with
the Ordinary Share Scheme Completion Documents:
3.2.5.3.1
exceed the Ordinary Share Scheme Minimum Consideration, RPC
(itself or through RPC Nominee) will, within seven days of the Ordinary
Share Scheme Consideration being finally agreed, determined or
deemed to have been determined, pay the Completion Calculation
Amount to Astrapak’s Transfer Secretaries to be distributed to the
Ordinary Share Scheme Participants in respect of the Astrapak
Ordinary Shares held by them on the Ordinary Share Scheme Record
Date; or
3.2.5.3.2
be less than the Ordinary Share Scheme Minimum Consideration, the
Ordinary Share Scheme Minimum Consideration will constitute the
Ordinary Share Scheme Consideration and no further amounts, other
than the potential Agterskot Litigation Consideration and the Denver
Property Amount (to the extent applicable), will be payable to the
Ordinary Share Scheme Participants.
3.2.5.4
3.2.5.5
If the purchase price in respect of the Denver Property:
3.2.5.4.1
has been received by the Astrapak Group prior to the Ordinary Share
Scheme Conditions Fulfilment Date, RPC (itself or through RPC
Nominee) will pay the Denver Property Amount to Astrapak’s Transfer
Secretaries by the fifth Business Day after the Ordinary Share Scheme
Conditions Fulfilment Date, for the Transfer Secretaries to make
payment to the Ordinary Share Scheme Participants on the Ordinary
Share Scheme Implementation Date; or
3.2.5.4.2
has not been received by the Astrapak Group prior to the Ordinary
Share Scheme Conditions Fulfilment Date, RPC (itself or through RPC
Nominee) will pay the Denver Property Amount as soon as possible
but in any event by no later than five Business Days of receipt thereof
from the purchaser of the Denver Property, to Astrapak’s Transfer
Secretaries for the Transfer Secretaries to make payment to the
Ordinary Share Scheme Participants as soon as reasonably possible
after receipt thereof and in accordance with the timetable to be
approved by the JSE and/or the Panel.
If the Existing Litigation Matter(s):
3.2.5.5.1
have been finally determined or settled and the relevant Agterskot
Litigation Consideration payable to the Ordinary Share Scheme
Participants in respect of such Existing Litigation Matter(s) has been
agreed, determined or deemed to be determined prior to the Ordinary
Share Scheme Conditions Fulfilment Date, an amount equal to the
relevant Agterskot Litigation Consideration so agreed, determined
or deemed to be determined shall be paid to Astrapak’s Transfer
Secretaries by the fifth Business Day after the Ordinary Share Scheme
Conditions Fulfilment Date, for the Transfer Secretaries to make
payment to the Scheme Participants on the Ordinary Share Scheme
Implementation Date; or
3.2.5.5.2
have not been finally determined or settled and the relevant Agterskot
Litigation Consideration has not been agreed, determined or deemed
to be determined prior to the Ordinary Share Scheme Conditions
Fulfilment Date, the amount equal to the Agterskot Litigation
Consideration relating to the outstanding Existing Litigation Matter(s)
will be paid within five Business Days after the Ordinary Share Scheme
Conditions Fulfilment Date, into the Escrow Account held with the
Escrow Agent for onward payment from time to time by the Escrow
Agent to Astrapak’s Transfer Secretaries once each outstanding
Existing Litigation Matter(s) has been finally determined or settled
and the applicable Agterskot Litigation Consideration payable to the
Scheme Participants in respect thereof agreed, determined or deemed
to be determined, for the Transfer Secretaries to make payment to the
Scheme Participants, as soon as reasonably possible after receipt
thereof and in accordance with the timetable to be approved by the
JSE and/or the Panel.
3.2.5.6
Settlement of the potential aggregate Ordinary Share Scheme Consideration is
subject to the Exchange Control Regulations, the salient provisions of which are
set out in Annexure 5 to this Circular.
3.2.5.7
Astrapak or its agents will administer and effect payment of the potential
aggregate Ordinary Share Scheme Consideration and/or will transfer or post the
potential aggregate Ordinary Share Scheme Consideration to Ordinary Share
Scheme Participants.
37
3.2.5.8
3.2.5.9
Ordinary Share Scheme Participants who hold Dematerialised Ordinary Shares will:
3.2.5.8.1
if they are not Dissenting Ordinary Shareholders on the Ordinary Share
Scheme Consideration Record Date, have their accounts held at their
CSDPs debited on the Ordinary Share Scheme Implementation Date
with the Ordinary Share Scheme Shares they are transferring to RPC
or RPC Nominee, as the case may be, pursuant to the Ordinary Share
Scheme and credited with the relevant potential aggregate Ordinary
Share Scheme Consideration as set out in paragraph 3.2.5.2, read
with paragraphs 3.2.5.4.1 and 3.2.5.5.1 above, on the Ordinary Share
Scheme Implementation Date, or as detailed in paragraphs 3.2.5.3.1,
3.2.5.4.2 and 3.2.5.5.2 above, as applicable; or
3.2.5.8.2
if they are still Dissenting Ordinary Shareholders on the Ordinary
Share Scheme Consideration Record Date, have their accounts held
at their CSDPs debited with the Ordinary Scheme Shares that they are
transferring to RPC or RPC Nominee, as the case may be, pursuant
to the Ordinary Share Scheme within five Business Days of the date
on which they cease to be Dissenting Ordinary Shareholders and
become Ordinary Share Scheme Participants, and credited with the
relevant potential aggregate Ordinary Share Scheme Consideration
as set out in paragraphs 3.2.5.2, 3.2.5.4.1 and 3.2.5.5.1 above, or as
detailed in paragraphs 3.2.5.3.1, 3.2.5.4.2 and 3.2.5.5.2 above, as
applicable.
Ordinary Share Scheme Participants who hold Certificated Ordinary Shares, and
who are not Dissenting Ordinary Shareholders on the Ordinary Share Scheme
Consideration Record Date, will:
3.2.5.9.1
3.2.5.9.2
if they have surrendered their Documents of Title and completed Form
of Surrender (orange) to the Transfer Secretaries on or before 12:00 on
the Ordinary Share Scheme Consideration Record Date:
3.2.5.9.1.1
have the cheques in respect of the relevant potential
aggregate Ordinary Share Scheme Consideration as set
out in paragraph 3.2.5.2, read with paragraphs 3.2.5.4.1
and 3.2.5.5.1 above, posted to them, at their risk, within
five Business Days of the Ordinary Share Scheme
Implementation Date, unless they have elected to receive
the Ordinary Share Scheme Consideration by way of an
EFT, in which case the potential aggregate Ordinary
Share Scheme Consideration will be paid to them on the
Ordinary Share Scheme Implementation Date by way of
EFT; or
3.2.5.9.1.2
have the cheques in respect of the relevant Agterskot
Consideration as set out in paragraphs 3.2.5.3.1,
3.2.5.4.2 and 3.2.5.5.2 above posted to them, unless
they have elected to receive the Ordinary Share Scheme
Consideration by way of an EFT, in which case the
potential Agterskot Consideration will be paid to them by
way of EFT; or
if they surrender their Documents of Title and completed Form of
Surrender (orange) to the Transfer Secretaries after 12:00 on the
Ordinary Share Scheme Consideration Record Date:
3.2.5.9.2.1
38
ave the cheques in respect of the relevant potential
h
aggregate Ordinary Share Scheme Consideration as set
out in paragraph 3.2.5.2, read with paragraphs 3.2.5.4.1
and 3.2.5.5.1 above, posted to them, at their risk, or the
Ordinary Share Scheme Consideration paid to them by
way of an EFT, within five Business Days of the Transfer
Secretaries receiving their Documents of Title and
completed Form of Surrender (orange); or
3.2.5.9.2.2
have the cheques in respect of the relevant Agterskot
Consideration as set out in paragraphs 3.2.5.3.1,
3.2.5.4.2 and 3.2.5.5.2 above posted to them, unless
they have elected to receive the Ordinary Share Scheme
Consideration by way of an EFT, in which case the
potential Agterskot Consideration will be paid to them by
way of EFT.
3.2.5.10 Where, on or subsequent to the Ordinary Share Scheme Implementation Date,
a person, who was not a registered holder of Ordinary Scheme Shares on the
Ordinary Share Scheme Consideration Record Date, tenders to the Transfer
Secretaries Documents of Title, together with a duly stamped Form of Surrender
(orange), purporting to have been executed by or on behalf of the registered
holder of such Ordinary Scheme Shares and, provided that the relevant potential
aggregate Ordinary Share Scheme Consideration as set out in paragraphs 3.2.5.2,
3.2.5.4.1 and 3.2.5.5.1 above will not already have been posted or delivered to the
registered holder of the relevant Ordinary Scheme Shares, then such transfer may
be accepted by Astrapak and RPC or RPC Nominee, as the case may be, as if it
were a valid transfer to such person of the Ordinary Scheme Shares concerned,
provided that Astrapak and RPC or RPC Nominee, as the case may be, have
been, if so required by either or both of them, provided with an indemnity on
terms acceptable to them in respect of such relevant aggregate Ordinary Share
Scheme Consideration.
3.2.5.11 The potential aggregate Ordinary Share Scheme Consideration will be paid to
Ordinary Share Scheme Participants, in full, in accordance with the terms of the
Ordinary Share Scheme without regard to any lien, right of set-off, counterclaim
or other analogous right to which Astrapak or RPC may otherwise be, or claim to
be, entitled.
3.2.5.12 In the case of Ordinary Share Scheme Participants who are Foreign Shareholders,
if the information regarding authorised dealers is not given or written instructions
to the contrary are provided but no address is given, as required in terms of
paragraphs 2.2 and 2.3 of Annexure 5, the potential aggregate Ordinary Share
Scheme Consideration will be held in trust by Astrapak, or the Transfer Secretaries
on behalf of Astrapak, for the Ordinary Share Scheme Participants concerned,
pending receipt of the necessary information or instructions. No interest will be
paid on the potential aggregate Ordinary Share Scheme Consideration so held.
If the necessary information or instructions have not been provided after a period
of five years, such potential aggregate Ordinary Share Scheme Consideration
shall be paid over to the Guardians Fund of the High Court, from which it can be
claimed.
3.2.5.13 If the potential aggregate Ordinary Share Scheme Consideration is not paid or
posted to Certificated Ordinary Shareholders entitled thereto because the relevant
Documents of Title have not been surrendered or if any potential aggregate
Ordinary Share Scheme Consideration posted to a Certificated Ordinary
Shareholder is returned undelivered to the Transfer Secretaries, that potential
aggregate Ordinary Share Scheme Consideration will be held in trust by Astrapak,
or the Transfer Secretaries on behalf of Astrapak, until claimed. No interest will
be paid on the potential aggregate Ordinary Share Scheme Consideration so
held. If the potential aggregate Ordinary Share Scheme Consideration remains
unclaimed after a period of five years, such potential aggregate Ordinary Share
Scheme Consideration shall be paid over to the Guardians Fund of the High
Court, from which it can be claimed.
39
3.2.6
Effects of the Ordinary Share Scheme
The effect of the Ordinary Share Scheme will be that RPC or RPC Nominee, as the case
may be, will, with effect from the Ordinary Share Scheme Implementation Date, become the
registered and beneficial owner of all the Ordinary Scheme Shares.
3.2.7
Dissenting Ordinary Shareholders
Ordinary Shareholders are advised of their Appraisal Rights under section 164 of the
Companies Act:
40
3.2.7.1
Ordinary Shareholders who wish to exercise their rights in terms of the
aforementioned section of the Companies Act are required, before the Ordinary
Share Scheme Resolution to approve the Ordinary Share Scheme is voted on at
the Ordinary Share Scheme Meeting, to give notice to the Company in writing
objecting to the Ordinary Scheme Resolution in accordance with the requirements
of section 164(3) of the Companies Act.
3.2.7.2
If the Ordinary Share Scheme Resolution is adopted by the Company, the Company
is required, in accordance with section 164(4) of the Companies Act, within
10 Business Days after the Ordinary Share Scheme Members adopt the Ordinary
Share Scheme Resolution, to send a notice to Ordinary Shareholders who gave
written notice to the Company objecting to the Ordinary Share Scheme Resolution
and did not withdraw such written notice or vote in support of the Ordinary Share
Scheme Resolution, notifying them that the Ordinary Share Scheme Resolution
has been adopted.
3.2.7.3
Ordinary Shareholders who gave written notice to the Company in accordance
with the requirements of section 164(3) of the Companies Act (and have not
withdrawn that notice), who voted against the Ordinary Share Scheme Resolution
and who have complied with all the procedural requirements set out in section
164 may, in accordance with sections 164(5) to 164(8) of the Companies Act,
demand that the Company pay them fair value of the Ordinary Shares held by
them and in respect of which they have given the aforesaid written notice.
3.2.7.4
If Astrapak receives a demand in terms of sections 164(5) to 164(8) of the
Companies Act and such demand is not withdrawn by the Ordinary Share Scheme
Implementation Date, the Company will, in accordance with section 164(11) of
the Companies Act, within five Business Days of the Ordinary Share Scheme
Implementation Date, make an offer to those Ordinary Shareholders to purchase
their Astrapak Ordinary Shares at fair value.
3.2.7.5
A Dissenting Ordinary Shareholder who has sent a demand in accordance with
the requirements of sections 164(5) to 164(8) may withdraw that demand before
Astrapak makes an offer in accordance with section 164(11) of the Companies
Act or if Astrapak fails to make such an offer. If a Dissenting Ordinary Shareholder
voluntarily withdraws its demand made in accordance with the requirements of
sections 164(5) to 164(8) of the Companies Act, it will cease to be a Dissenting
Ordinary Shareholder and will become an Ordinary Share Scheme Participant
whose Ordinary Shares will be acquired by RPC (itself or through RPC Nominee),
in accordance with paragraph 3.2.5 above, with retrospective effect from the
Ordinary Share Scheme Implementation Date.
3.2.7.6
A Dissenting Ordinary Shareholder who has sent a demand in accordance with
the requirements of sections 164(5) to 164(8) has no further rights in respect of
the Astrapak Ordinary Shares in respect of which it has made such demand, other
than to be paid the fair value of such Ordinary Shares, unless:
3.2.7.6.1
that Dissenting Ordinary Shareholder withdraws that demand before
Astrapak makes an offer in accordance with section 164(11) of the
Companies Act; or
3.2.7.6.2
Astrapak fails to make an offer in accordance with section 164(11)
of the Companies Act and that Dissenting Ordinary Shareholder
withdraws its demand; or
3.2.7.6.3
Astrapak makes an offer in accordance with section 164(11) of the
Companies Act below and the Dissenting Ordinary Shareholder allows
such offer to lapse; or
3.2.7.6.4
Astrapak revokes the Ordinary Share Scheme Resolution, by means
of a subsequent special resolution,
in which case that Ordinary Shareholder’s rights will, in accordance with section
164(10) of the Companies Act, be reinstated without interruption.
3.2.7.7
The offer made in accordance with section 164(11) of the Companies Act will,
in accordance with the requirements of section 164(12)(b) of the Companies
Act, lapse if it is not accepted by the Dissenting Ordinary Shareholder within
30 Business Days after it was made. If the Dissenting Ordinary Shareholder allows
that offer to lapse, it will cease to be a Dissenting Ordinary Shareholder and will
become an Ordinary Share Scheme Participant whose Ordinary Shares will be
acquired by RPC (itself or through RPC Nominee), in accordance with paragraph
3.2.5 above.
3.2.7.8
A Dissenting Ordinary Shareholder who accepts an offer made in accordance
with the requirements of section 164(11) of the Companies Act will become an
Excluded Dissenting Ordinary Shareholder and will not participate in the Ordinary
Share Scheme. The Excluded Dissenting Ordinary Shareholder must thereafter, if
it (i) holds Certificated Ordinary Shares, tender the Documents of Title in respect
of such Certificated Ordinary Shares to Astrapak or the Transfer Secretaries; or
(ii) holds Dematerialised Ordinary Shares, instruct its CSDP or broker to transfer
those Astrapak Ordinary Shares to Astrapak or the Transfer Secretaries. Astrapak
must pay that Excluded Dissenting Ordinary Shareholder the agreed amount
within 10 Business Days after the Excluded Dissenting Ordinary Shareholder has
accepted the offer and tendered the Documents of Title or directed the transfer to
Astrapak or the Transfer Secretaries of the Dematerialised Ordinary Shares.
3.2.7.9
A Dissenting Ordinary Shareholder who considers the offer made by Astrapak in
accordance with section 164(11) of the Companies Act to be inadequate, may,
in accordance with section 164(14) of the Companies Act, apply to a Court to
determine a fair value in respect of the Ordinary Shares that were the subject of
that demand, and an order requiring Astrapak to pay the Dissenting Ordinary
Shareholder the fair value so determined. The Court will, in accordance with
section 164(15)(v) of the Companies Act, be obliged to make an order requiring:
3.2.7.9.1
the Dissenting Ordinary Shareholders to either withdraw their respective
demands or to tender their Ordinary Shares as contemplated in
paragraph 3.2.7.8 above; or
3.2.7.9.2
Astrapak to pay the fair value in respect of the Ordinary Shares (as
determined by the Court) to each Dissenting Ordinary Shareholder
who tenders its Ordinary Shares, subject to any conditions the Court
considers necessary to ensure that Astrapak fulfils its obligations
under section 164 of the Companies Act.
3.2.7.10 If, pursuant to the order of the Court, any Dissenting Ordinary Shareholder
withdraws its demand, the Dissenting Ordinary Shareholder will cease to be a
Dissenting Ordinary Shareholder and will become an Ordinary Share Scheme
Participant whose Ordinary Shares will be acquired by RPC (itself or through RPC
Nominee), in accordance with paragraph 3.2.5 above, with retrospective effect
from the Ordinary Share Scheme Implementation Date.
3.2.7.11 If, pursuant to the order of the Court, a Dissenting Ordinary Shareholder tenders
its Ordinary Shares to Astrapak, such Dissenting Ordinary Shareholder will
become an Excluded Dissenting Ordinary Shareholder and will not participate
in the Ordinary Share Scheme. The Excluded Dissenting Ordinary Shareholder
must thereafter, if it (i) holds Certificated Ordinary Shares, tender the Documents
of Title in respect of such Certificated Ordinary Shares to Astrapak or the Transfer
Secretaries; or (ii) holds Dematerialised Ordinary Shares, instruct its CSDP or
41
broker to transfer those Ordinary Shares to Astrapak or the Transfer Secretaries.
Astrapak must pay that Excluded Dissenting Ordinary Shareholder the fair value
determined by the Court within 10 Business Days after the Excluded Dissenting
Ordinary Shareholder has accepted the offer and tendered the Documents
of Title or directed the transfer to Astrapak or the Transfer Secretaries of the
Dematerialised Ordinary Shares.
3.2.7.12 A copy of section 164 of the Companies Act, which sets out the Appraisal Rights,
is included in Annexure 7 to this Circular.
3.2.8
Foreign Shareholders and Exchange Control Regulations
Annexure 5 to this Circular contains a summary of the Exchange Control Regulations as
they apply to Ordinary Share Scheme Participants. Ordinary Share Scheme Participants
who are Foreign Shareholders must satisfy themselves as to the full observance of the
laws of any relevant jurisdiction concerning the receipt of the Ordinary Share Scheme
Consideration, including (without limitation) obtaining any requisite governmental or other
consents, observing any other requisite formalities and paying any issue, transfer or other
taxes due in such jurisdiction. If in doubt, Ordinary Share Scheme Participants should
consult their professional advisors immediately.
3.2.9
Funding of the Ordinary Share Scheme Consideration
Absa Bank Limited has delivered an irrevocable, unconditional bank guarantee in the
amount of R1.400 million to the Panel in compliance with regulations 111(4) and 111(5) of
the Takeover Regulations.
3.2.10 Restricted Jurisdictions
3.2.10.1 To the extent that the release, publication or distribution of this Circular in certain
jurisdictions outside of South Africa may be restricted or prohibited by the laws
of such jurisdiction, then this Circular is deemed to have been provided for
information purposes only and neither the Astrapak Board nor the RPC Board or
RPC accept any responsibility for any failure by Foreign Shareholders to inform
themselves about, and to observe, any applicable legal requirements in any such
relevant foreign jurisdiction.
3.2.10.2 Ordinary Shareholders who are in doubt as to their position should consult their
professional advisors immediately.
3.2.11 Governing Law and Jurisdiction
The Ordinary Share Scheme is governed by the laws of South Africa (excluding the conflicts
of laws rules of the jurisdiction to the extent such rules indicate the application of the laws of
any other country) and is subject to applicable South African laws and regulations, including
the Companies Act, the Takeover Regulations and the Listings Requirements. Astrapak
and RPC consent (and Ordinary Shareholders shall be deemed to have consented) to the
non‑exclusive jurisdiction of the Court in relation to the Ordinary Share Scheme.
3.3 Suspension and termination of the listing of the Astrapak Ordinary Shares
Subject to the Ordinary Share Scheme becoming operative, which Ordinary Share Scheme
Implementation Date is expected to be Monday, 19 June 2017, the JSE has granted approval for
the suspension of the listing on the JSE of the Ordinary Shares, which suspension is expected to
take place with effect from the commencement of trade on the JSE on Tuesday, 13 June 2017 and
the termination of the listing on the JSE of the Ordinary Shares, which termination is expected to
take place from the commencement of trade Tuesday, 20 June 2017.
3.4 Interests of RPC and RPC Directors in Astrapak Ordinary Shares
As at the Last Practicable Date, neither RPC nor any of the RPC Directors held any direct or indirect
beneficial interests in Astrapak Ordinary Shares. Neither RPC nor any of the RPC Directors has
dealt in Astrapak Ordinary Shares during the period beginning six months before the Offer Period
and ending on the Last Practicable Date.
42
3.5 Interests of RPC Directors in RPC shares
As at the Last Practicable Date, the RPC Directors held, directly and indirectly, beneficial interests
in 624 579 RPC Shares, representing approximately 0.0018% of the total issued ordinary share
capital of RPC. The direct and indirect beneficial interests of the RPC Directors are as follows:
Director
Beneficial
Direct
Indirect
Executive
Pim Vervaat
Simon Kesterton
Non-executive
Jamie Pike
Lynn Drummond
Heike van der Kerkhoff
Martin Towers
Godwin Wong
Total
shares
Total
%
–
–
250 000
36 069
250 000
36 069
0.0007
0.0001
–
–
–
–
–
311 524
987
–
25 999
–
311 524
987
–
25 999
–
0.0009
–
–
0.0001
–
–
624 579
624 579
0.0018
3.6 Interests of Astrapak and the Directors of Astrapak in RPC shares
At the Last Practicable Date, neither Astrapak nor any member of the Astrapak Board held any direct
or indirect beneficial interests in RPC, nor did they engage in any dealings in RPC shares during
the period beginning six months before the Offer Period and ending on the Last Practicable Date.
3.7 Interests of the Directors of Astrapak in Astrapak Ordinary Shares
At the Last Practicable Date, the Directors of Astrapak held, directly and indirectly, beneficial
interests in 41 502 554 Astrapak Ordinary Shares, representing approximately 30.71% of the total
issued ordinary share capital of Astrapak (being 135 131 250 Ordinary Shares). The direct and
indirect beneficial interests of the Directors of Astrapak are as follows:
Director
Executive
Robin Moore
Manley Diedloff
Non-executive
Paul Botha#
Beneficial
Direct
Indirect
Total
shares
Total
%
528 690
533 385
–
–
528 690
533 385
0.39
0.39
–
40 440 479
40 440 479
29.93
1 062 075
40 440 479
41 502 554
30.71
The Ordinary Shares held by Paul Botha are held in his capacity as principal, trustee or director of a number of entities,
including Lereko Metier Capital Growth Fund.
#
The Directors of Astrapak did not engage in any dealings in Astrapak Ordinary Shares during the
period beginning six months before the Offer Period and ending on the Last Practicable Date.
3.8 Astrapak Long-Term Incentive Schemes
In terms of the Implementation Agreement, Astrapak has undertaken not to vary the terms and
conditions of employment or amend the working conditions of any employees other than in the
ordinary and regular day‑to‑day course of conduct of the businesses of the Astrapak Group and
other than for purposes of the waiver of rights under the Astrapak Long‑Term Incentive Schemes.
At the Last Practicable Date, the two Executive Directors of Astrapak, being Robin Moore and
Manley Diedloff, held the following share options (“Share Options”) and share appreciation rights
(“SARS”) under the Astrapak Limited Share Option Scheme and the Share Appreciation Rights
Scheme, respectively:
43
Robin
Moore
Manley
Diedloff
Total
2 040 000
1 670 000
3 710 000
R6.33
R6.43
2 000 000
1 700 000
Average strike price
R7.00
R7.00
Minimum share price criteria
R9.00
R9.00
Number of Share Options in issue
Average strike price
Number of SARS in issue
3 700 000
The total number of Share Options and SARS issued to Executive Directors and all other members
of management is 4 620 000 and 6 400 000 respectively.
As a pre-condition to the issue of the Offer, RPC required the closure of all Astrapak Long-Term
Incentive Schemes to the satisfaction of RPC. To ensure good governance and that participants to
the various schemes, the Company and Astrapak Shareholders were all treated fairly, the Board of
Directors and the Remuneration Committee of Astrapak obtained the necessary expert advice in
respect of the existing rules of the schemes and the remedies or courses of action available to the
Company to implement and execute on this requirement. This has necessitated certain changes to
specifically the ASOS Trust trust deed, which Astrapak Shareholders will be asked to vote upon at
the General Meeting of Astrapak Shareholders.
The following has been agreed between the Company and participants in respect of the Astrapak
Long-Term Incentive Schemes, subject to the Ordinary Share Scheme becoming unconditional and
being implemented, which would also require the proposed amendments to the ASOS Trust trust
deed being approved by Astrapak Shareholders:
The Executive Directors, together with all other members of management and employees who
are participants and/or beneficiaries of the Astrapak Long-Term Incentive Schemes, holding
in aggregate 4 620 000 Share Options and 6 400 000 SARS, have agreed, subject to (i) the
approval of the amendments to the ASOS Trust trust deed required to implement the transactions
contemplated in this Circular at the General Meeting of Astrapak Shareholders, and (ii) the Ordinary
Share Scheme becoming unconditional and implemented by the Long-Stop Date, to waive and
abandon all their scheme rights in respect of the Astrapak Long-Term Incentive Schemes and to
receive a cash settlement for such waiver and abandonment. Should the Ordinary Share Scheme
not become unconditional and not be implemented by the Long-Stop Date, the participants or
beneficiaries of the Astrapak Long-Term Incentive Schemes will not become entitled to the cash
settlement amounts and the waiver and abandonment of the scheme rights will not come into
force. The cash settlement value will be calculated with reference to the terms and conditions of
the Ordinary Share Scheme as contained in the Implementation Agreement and will correspond
with the Ordinary Share Scheme Consideration on a per share basis as contained and reflected
in paragraphs 3.2.4 and 3.2.5 above. Participants or beneficiaries will, however, receive the cash
settlement value only once the Ordinary Scheme Consideration is finally determined in accordance
with paragraph 3.2.5 above and paid away in accordance with the Implementation Agreement. The
same principles will also be applied in respect of the Denver Property Amount and the Agterskot
Litigation Consideration, meaning that to the extent applicable, amounts will be retained and only
be paid away as and when Ordinary Share Scheme Participants would become entitled to such
amounts in accordance with the Implementation Agreement. They will further not receive any
Master Plastics Shares at the Unbundling and will receive a cash settlement per share they would
have received in terms of the Unbundling, save for the waiver and abandonment of their rights as
contemplated in this paragraph, to compensate them in this regard. The cash settlement per share
will be an amount equal to 80% of the net asset value of the Non-Core Assets to be unbundled
divided by the number of Ordinary Scheme Shares. The net asset value will be represented by the
net asset value of Master Plastics and the Non-Core Assets at the date of the Unbundling in the
accounting records of the Company having applied those accounting policies and IFRS standards
consistently applied by the Company in reporting its financial position.
Based on the potential purchase consideration elements specified in paragraph 1 of this Circular,
the potential costs associated with the finalisation of the Astrapak Limited Share Option Scheme
and Share Appreciation Rights Scheme is R12 798 826 and R13 427 184, respectively. These
44
settlement considerations, which liability to settle will be assumed by RPC, has already been
considered and accounted for in determining the estimated scheme consideration.
Participants and/or beneficiaries agreed that no comparable offer is required to be made to them
pursuant to any one of the Schemes or the Unbundling.
The final instalment of the retention amounts due to Robin Moore and Manley Diedloff in May 2017,
as previously disclosed in the Astrapak Annual Report, will be settled in full at the time that the
cash settlement would fall due in accordance with the above. Should the Ordinary Share Scheme
not become unconditional and not be implemented by the Long-Stop Date these amounts will only
become payable to them in accordance with timelines previously disclosed.
3.9 Service contracts of Directors of Astrapak
3.9.1
Astrapak and RPC have, pursuant to the Ordinary Share Scheme, concluded appropriate
agreements with certain of the existing employees of the Astrapak Group for specified
periods after the Ordinary Share Scheme Implementation Date, either as employees of, or
consultants to, the Astrapak Group.
3.9.2
In terms of the retention of the two Executive Directors, RPC and each of Robin Moore and
Manley Diedloff have agreed:
3.9.3
3.9.2.1
that Robin Moore will retain the position of Chief Executive Officer of the Astrapak
Group for a period of at least three years after the Ordinary Share Scheme
Implementation Date. Robin Moore’s base remuneration remains unchanged with
short-term and long-term incentives having been aligned with RPC’s schemes
applicable from time to time. These schemes are at the discretion of RPC’s
Remuneration Committee and do not form part of the employees’ guaranteed
remuneration package. Restraint and non-solicitation undertakings have been
modified to reflect RPC’s requirements. These amendments only become effective
if and when the Proposed Transaction is implemented; and
3.9.2.2
that Manley Diedloff’s employment with Astrapak will terminate at the date of the
Unbundling as Manley Diedloff will oversee the operations of Master Plastics.
Manley Diedloff will, however, act as a consultant to the Astrapak Group for a
period of six months after the Ordinary Share Scheme Implementation Date and
will receive a fixed monthly retainer of R20 000.00 per month and an hourly rate of
R2 400.00 for services rendered during this time.
None of the non-executive Directors of Astrapak have service contracts with the Company.
3.10 Astrapak Ordinary Shareholder Undertakings
3.10.1 As at the Last Practicable Date, irrevocable undertakings to vote in favour of the Ordinary
Share Scheme had been received from the following Astrapak Ordinary Shareholders
holding in aggregate 63 590 766 Astrapak Ordinary Shares, representing 52.54% of the
voting power if all Ordinary Scheme Shares, being 121 035 232 Astrapak Ordinary Shares,
are voted at the Ordinary Share Scheme Meeting or any adjournment thereof.
Ordinary
Shares
subject to
undertaking
Ordinary
Share
Scheme
voting rights
(%)
Ordinary Shareholder
Date of irrevocable
undertaking
Lereko Metier Capital Growth Fund
Prudential Investment Managers
Element Investment Managers
Sanlam Investment Management
24 March 2017
23 March 2017
29 March 2017
27 March 2017
39 264 394
10 660 616
7 229 198
6 436 558
32.44
8.81
5.97
5.32
63 590 766
52.54
45
3.10.2 Astrapak Ordinary Shareholder Letter of Comfort
A letter of comfort dated 23 March 2017, confirming the intent to vote in favour of the Ordinary
Share Scheme, has been received from Coronation Asset Management Proprietary Limited
which holds in aggregate 34 293 727 Astrapak Ordinary Shares, representing 28.33% of
the voting power if all Ordinary Scheme Shares, being 121 035 232 Astrapak Ordinary
Shares, are voted at the Ordinary Share Scheme Meeting or any adjournment thereof.
3.10.3 Dealings in Astrapak Ordinary Shares by the parties who have provided irrevocable
undertakings for the period beginning six months before the Offer Period and ending on
the Last Practicable Date are as follows:
Ordinary
Shareholder
Date
Prudential Investment Managers
8 August 2016
8 August 2016
8 August 2016
21 October 2016
21 October 2016
21 October 2016
21 October 2016
21 October 2016
21 October 2016
21 October 2016
26 October 2016
24 January 2017
24 January 2017
24 January 2017
24 January 2017
24 January 2017
24 January 2017
24 January 2017
24 January 2017
24 January 2017
24 January 2017
24 January 2017
24 January 2017
46
Purchase/
Sale
Volume
Purchased/
sold
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
140 000
302 839
80 000
86 712
174 850
549 651
81 293
57 047
153 172
33 373
2 500
70 000
65 900
134 000
81 000
430 000
159 900
64 000
21 500
90 000
136 800
28 000
7 900
Purchase/
Selling Price
(cents)
385.00
385.00
385.00
365.00
365.00
365.00
365.00
365.00
365.00
365.00
365.00
710.00
711.00
710.00
711.00
710.00
711.00
710.00
711.00
710.00
711.00
710.00
711.00
Ordinary
Shareholder
Date
Element Investment Managers
3 June 2016
3 June 2016
3 June 2016
6 June 2016
7 June 2016
9 June 2016
9 June 2016
9 June 2016
10 June 2016
10 June 2016
15 September 2016
3 October 2016
6 October 2016
17 October 2016
17 October 2016
25 October 2016
4 November 2016
7 November 2016
7 November 2016
7 November 2016
7 November 2016
8 November 2016
8 November 2016
8 November 2016
8 November 2016
13 January 2017
16 January 2017
17 January 2017
20 January 2017
23 January 2017
26 January 2017
26 January 2017
26 January 2017
2 February 2017
2 February 2017
2 February 2017
2 February 2017
8 February 2017
16 February 2017
2 March 2017
2 March 2017
2 March 2017
2 March 2017
9 March 2017
9 March 2017
9 March 2017
9 March 2017
Purchase/
Sale
Volume
Purchased/
sold
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Sale
Purchase
Sale
Purchase
Purchase
Purchase
Purchase
Sale
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
12 800
1 700
2 500
8 285
3 501
102 758
6 000
20 814
121 141
121 141
25 352
58 782
23 556
5 382
24 403
12 909
5 000
4 066
708
4 679
4 064
21 058
3 668
24 227
21 048
5 000
616
2 500
5 000
6 884
14 834
19 003
1 325
1 443
21
301
235
68 070
1 901
1 130
1 447
101
7 322
113
144
10
733
Purchase/
Selling Price
(cents)
410.00
410.00
410.00
407.00
408.00
410.00
410.00
410.00
401.00
401.00
389.00
380.00
375.00
370.00
365.00
373.00
432.00
430.00
430.00
430.00
430.00
434.00
434.00
434.00
434.00
735.00
730.00
735.00
735.00
725.00
708.00
708.00
708.00
726.00
726.00
726.00
726.00
710.00
715.00
712.50
712.50
712.50
712.50
710.00
710.00
710.00
710.00
47
Ordinary
Shareholder
Date
Purchase/
Sale
Volume
Purchased/
sold
Sale
Purchase
Purchase
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
2 070
10 720
102 650
2 500
100
3 090
2 505
48 995
980
4 252
1 775
670
91 788
268
1 293
10 356
1 295
72 014
211
1 014
8 125
1 016
44 146
128
622
4 981
623
7 405
21
104
836
104
91 109
267
1 282
10 280
1 285
329 124
966
4 634
37 133
4 643
126 798
371
1 786
14 306
1 789
235 398
689
3 315
Purchase/
Selling Price
(cents)
Sanlam Investment Management
6 June 2016
28 June 2016
5 July 2016
6 July 2016
7 July 2016
8 July 2016
12 July 2016
15 July 2016
20 July 2016
28 July 2016
10 August 2016
12 August 2016
16 September 2016
16 September 2016
16 September 2016
16 September 2016
16 September 2016
20 September 2016
20 September 2016
20 September 2016
20 September 2016
20 September 2016
21 September 2016
21 September 2016
21 September 2016
21 September 2016
21 September 2016
23 September 2016
23 September 2016
23 September 2016
23 September 2016
23 September 2016
27 September 2016
27 September 2016
27 September 2016
27 September 2016
27 September 2016
29 September 2016
29 September 2016
29 September 2016
29 September 2016
29 September 2016
30 September 2016
30 September 2016
30 September 2016
30 September 2016
30 September 2016
3 October 2016
3 October 2016
3 October 2016
48
412.00
398.73
385.00
384.00
384.00
383.69
375.00
375.00
376.00
400.00
385.00
389.00
389.00
389.00
389.00
389.00
389.00
389.00
389.00
389.00
389.00
389.00
385.00
385.00
385.00
385.00
385.00
380.00
380.00
380.00
380.00
380.00
375.00
375.00
375.00
375.00
375.00
371.22
371.22
371.22
371.22
371.22
388.28
388.28
388.28
388.28
388.28
380.00
380.00
380.00
Ordinary
Shareholder
Date
3 October 2016
3 October 2016
5 October 2016
5 October 2016
5 October 2016
5 October 2016
6 October 2016
6 October 2016
6 October 2016
6 October 2016
6 October 2016
7 October 2016
7 October 2016
7 October 2016
7 October 2016
7 October 2016
10 October 2016
10 October 2016
10 October 2016
10 October 2016
10 October 2016
11 October 2016
11 October 2016
11 October 2016
11 October 2016
13 October 2016
13 October 2016
13 October 2016
13 October 2016
14 October 2016
14 October 2016
14 October 2016
14 October 2016
17 October 2016
17 October 2016
17 October 2016
17 October 2016
18 October 2016
18 October 2016
18 October 2016
18 October 2016
19 October 2016
19 October 2016
19 October 2016
19 October 2016
20 October 2016
20 October 2016
20 October 2016
20 October 2016
21 October 2016
21 October 2016
Purchase/
Sale
Volume
Purchased/
sold
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
Sale
26 559
3 321
46 013
647
5 192
648
437 064
6 153
49 311
6 165
1 307
52 448
738
5 918
740
156
155 967
2 196
17 597
2 200
465
18 765
265
265
55
11 153
158
158
31
4 267
61
61
11
5 220
74
74
14
19 396
274
274
56
300 064
4 225
4 232
898
295 636
4 161
4 170
886
1 345 446
18 941
Purchase/
Selling Price
(cents)
380.00
380.00
375.00
375.00
375.00
375.00
375.00
375.00
375.00
375.00
375.00
375.00
375.00
375.00
375.00
375.00
372.91
372.91
372.91
372.91
372.91
370.26
370.26
370.26
370.26
370.00
370.00
370.00
370.00
370.00
370.00
370.00
370.00
370.00
370.00
370.00
370.00
365.00
365.00
365.00
365.00
365.00
365.00
365.00
365.00
365.00
365.00
365.00
365.00
365.00
365.00
49
Ordinary
Shareholder
Date
21 October 2016
21 October 2016
8 November 2016
9 November 2016
9 November 2016
21 November 2016
22 November 2016
23 November 2016
24 November 2016
25 November 2016
28 November 2016
9 December 2016
12 December 2016
14 December 2016
15 December 2016
Purchase/
Sale
Volume
Purchased/
sold
Sale
Sale
Sale
Sale
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
18 975
4 036
84 600
141 037
109 387
15 000
17 133
150 000
30 000
9 893
50 000
48 767
67 743
42 730
31 800
Purchase/
Selling Price
(cents)
365.00
365.00
434.15
436.48
436.00
560.00
560.00
556.67
550.00
560.00
560.50
506.76
505.21
516.37
522.83
3.10.4 There have been no dealings in RPC shares by the parties who have provided irrevocable
undertakings for the period beginning six months before the Offer Period and ending on
the Last Practicable Date.
3.11 Interests in RPC shares by providers of irrevocable undertakings
As at the Last Practicable Date, none of the parties set out in paragraph 3.10.1 above held, directly
or indirectly, any beneficial interests in RPC shares.
3.12 Agreements in relation to the Ordinary Share Scheme
3.12.1 Other than the:
3.12.1.1 service and consultancy agreements entered into with the two Executive Directors
of Astrapak as detailed in paragraph 3.9.2 above;
3.12.1.2 Implementation Agreement; and
3.12.1.3 Astrapak Ordinary Shareholder undertakings to vote in favour of the Ordinary
Share Scheme,
no other agreements that are considered to be material to a decision regarding the Ordinary
Share Scheme to be taken by Astrapak Ordinary Shareholders have been entered into
between any of the following parties: Astrapak, RPC, any directors of RPC (or persons
who were directors of RPC within the 12 months preceding the Last Practicable Date), any
Directors of Astrapak (and persons who were Directors of Astrapak within the 12 months
preceding the Last Practicable Date), the shareholders of RPC (or persons who were
shareholders of RPC within the 12 months preceding the Last Practicable Date) and any
Astrapak Ordinary Shareholders (or persons who were Astrapak Ordinary Shareholders
within the 12 months preceding the Last Practicable Date).
3.12.2 The Implementation Agreement contains provisions relating to the implementation of the
Ordinary Share Scheme and certain undertakings by Astrapak and RPC in respect thereof.
3.13 Opinions and recommendations
3.13.1 Appointment of an Independent Expert
The Independent Board has appointed the Independent Expert, an independent advisor
acceptable to the Panel, to provide an independent professional expert’s opinion regarding
the Ordinary Share Scheme and to make appropriate recommendations to the Independent
Board in the form of a report contemplated in section 114(3) of the Companies Act.
50
3.13.2 Report of the Independent Expert
The Independent Expert has, as contemplated in regulation 110(1) of the Takeover
Regulations, performed a valuation on the Astrapak Ordinary Shares.
The report of the Independent Expert also includes the items required by section 114(3) of
the Companies Act.
Taking into consideration the terms and conditions of the Ordinary Share Scheme, the
Independent Expert is of the opinion that the Ordinary Share Scheme Minimum Consideration,
including as potentially adjusted in the amount of the Agterskot Consideration is, in its
opinion fair and reasonable to the Astrapak Ordinary Shareholders. Ordinary Shareholders
are referred to Annexure 1 to this Circular, which sets out the full text of the report of the
Independent Expert regarding the Ordinary Share Scheme.
3.13.3 Opinion of the Independent Board
The Independent Board, after due consideration of the report of the Independent Expert
regarding the Ordinary Share Scheme, and in accordance with its responsibilities in terms
of regulation 110 of the Takeover Regulations, has formed a view of the range of the fair
value of the Astrapak Ordinary Shares, which accords with the valuation range contained in
the Independent Expert’s opinion. The Independent Board has not received any other offers
during the Offer Period or within six months before the Offer Period. The Ordinary Share
Scheme Minimum Consideration exceeds both the fair value per Astrapak Ordinary Share
and the current traded price per Astrapak Ordinary Share as at the Last Practicable Date.
The Independent Board, taking into account the report of the Independent Expert regarding
the Ordinary Share Scheme, has considered the terms and conditions thereof, and are
unanimously of the opinion that the Ordinary Share Scheme Minimum Consideration,
including as potentially adjusted in the amount of the Agterskot Consideration, is fair and
reasonable to Ordinary Shareholders and, accordingly, recommend that Ordinary Share
Scheme Members vote in favour of the Ordinary Share Scheme Resolution.
The Independent Board is satisfied that the holders of the Share Options referred to in
paragraph 3.8 above have been treated equitably and, having assented unanimously to the
waiver of such Share Options prior to the Firm Intention Announcement, do not form part
of the Ordinary Share Scheme and therefore the waiver consideration does not require an
opinion to be expressed by the Independent Board.
3.13.4 Voting of Directors of Astrapak
The Directors of Astrapak who hold Astrapak Ordinary Shares intend to vote such Ordinary
Shares in favour of the Ordinary Share Scheme.
3.13.5 Views of the RPC Board
The RPC Board believes that the Ordinary Share Scheme is in the best interests of RPC and
Astrapak Ordinary Shareholders, as well as other stakeholders of the Astrapak businesses.
Accordingly, the RPC Board recommends that the Ordinary Share Scheme Members vote
in favour of the resolutions required to approve the Ordinary Share Scheme (including the
Ordinary Share Scheme Resolution).
3.14 Directors’ responsibility statement
3.14.1 Independent Board responsibility statement
The members of the Independent Board collectively and individually accept responsibility
for the information contained in this Circular to the extent that it relates to Astrapak. In
addition, they certify that, to the best of their knowledge and belief, the information contained
in this Circular pertaining to Astrapak is true and, where appropriate, the Circular does not
omit anything that is likely to affect the importance of the information contained in this
Circular pertaining to Astrapak. No director on the Independent Board is excluded from
this statement.
51
3.14.2 RPC Board responsibility statement
The RPC Board collectively and individually accept responsibility for the information
contained in this Circular to the extent that it relates to RPC. In addition, they certify that, to
the best of their knowledge and belief, the information contained in this Circular pertaining
to RPC is true and, where appropriate, the Circular does not omit anything that is likely to
affect the importance of the information contained in this Circular pertaining to RPC. No
director of RPC is excluded from this statement.
4. PREFERENCE SHARE SCHEME
4.1 Background and rationale for the Preference Share Scheme
As set out in the Firm Intention Announcement released on SENS on 15 December 2016, Astrapak
Shareholders were informed of, inter alia, the Offer by RPC to acquire, either itself or through RPC
Nominee, all of the Astrapak Ordinary Shares, excluding the Treasury Shares and the 1 258 594
Astrapak Ordinary Shares held by the ASOS Trust, being a total of 121 035 232 Astrapak Ordinary
Shares, by way of a scheme of arrangement in terms of section 114 of the Companies Act, to
be proposed by the Astrapak Board between Astrapak and the Astrapak Ordinary Shareholders.
Astrapak Shareholders were further informed that the Offer was submitted on the basis that, inter
alia, the Astrapak Preference Shares will be voluntarily repurchased by Astrapak prior to, or in
parallel with, the implementation of the Ordinary Share Scheme at a repurchase consideration of
R100.00 per Astrapak Preference Share.
Astrapak Shareholders were further informed that all dividends that fall due to Preference
Shareholders prior to the Preference Share Scheme Implementation Date will be paid in the ordinary
course, in compliance with their terms.
Accordingly, the Astrapak Board has resolved, in addition to the Ordinary Share Scheme, subject
to the fulfilment of the conditions set out in paragraph 4.2 below, to implement the voluntary
Repurchase of the Preference Shares from the Preference Shareholders by way of a scheme of
arrangement in terms of section 114 of the Companies Act to be proposed by the Astrapak Board
to the Astrapak Preference Shareholders.
Preference Shareholders are reminded that, as per the 2017 Budget Speech, the default rate at
which dividends tax is to be withheld has increased to 20% with effect from 22 February 2017. Any
portion of the Preference Share Scheme Consideration payable in respect of a Preference Share
which exceeds the contributed tax capital in respect of such Preference Share and constitutes a
dividend would accordingly be subject to dividends tax at 20%.
4.2 Terms and conditions of the Preference Share Scheme
In terms of section 114(1) of the Companies Act, the Astrapak Board hereby proposes the
Preference Share Scheme, on the terms set out in this paragraph 4, between Astrapak and the
Astrapak Preference Shareholders.
4.2.1
The Preference Share Scheme
4.2.1.1
In terms of the Preference Share Scheme, Astrapak will acquire the Preference
Scheme Shares from the Preference Share Scheme Participants for the Preference
Share Scheme Consideration.
4.2.1.2
Subject to the Preference Share Scheme becoming unconditional with effect from
the Preference Share Scheme Implementation Date:
4.2.1.2.1
52
the Preference Share Scheme Participants (whether or not they
voted in favour of the Preference Share Scheme or abstained from
voting) will dispose of each of their Preference Scheme Shares,
free of encumbrances, to Astrapak on the Preference Share
Scheme Implementation Date in exchange for the Preference Share
Scheme Consideration, and Astrapak will voluntarily acquire all of
the Preference Scheme Shares on the Preference Share Scheme
Implementation Date;
4.2.2
4.2.1.2.2
the disposal and transfer by each Preference Share Scheme
Participant of the Preference Scheme Shares held by each such
Preference Share Scheme Participant to Astrapak, and the voluntary
acquisition of those Preference Scheme Shares by Astrapak, pursuant
to the provisions of the Preference Share Scheme, will be effected on
the Preference Share Scheme Implementation Date;
4.2.1.2.3
each Preference Share Scheme Participant will be deemed to
have transferred to Astrapak on the Preference Share Scheme
Implementation Date, all of the Preference Scheme Shares held by
such Preference Share Scheme Participant, without any further act or
instrument being required; and
4.2.1.2.4
Preference Share Scheme Participants will be entitled to receive the
Preference Share Scheme Consideration for each Preference Scheme
Share, subject to the remaining provisions of this paragraph 4.
4.2.1.3
Each Preference Share Scheme Participant irrevocably and in rem suam authorises
Astrapak, as principal, with power of substitution, to cause the Preference Scheme
Shares disposed of by the Preference Share Scheme Participants in terms of the
Preference Share Scheme to be transferred to Astrapak on or at any time after the
Preference Share Scheme Implementation Date, and to do all such things and
take all such steps (including the signing of any transfer form) as Astrapak, in its
discretion, considers necessary in order to give effect to that transfer.
4.2.1.4
The Preference Share Scheme Consideration will be settled, in full, in accordance
with the terms of the Preference Share Scheme without regard to any lien, right
of set-off, counterclaim or other analogous right to which Astrapak may otherwise
be, or claim to be, entitled against an Preference Share Scheme Participant.
4.2.1.5
The rights of the Preference Share Scheme Participants to receive the Preference
Share Scheme Consideration will be rights enforceable by Preference Share
Scheme Participants against Astrapak only.
4.2.1.6
The effect of the Preference Share Scheme will be that, inter alia, Astrapak will,
with effect from the Preference Share Scheme Implementation Date, acquire all
of the Preference Scheme Shares which shall be cancelled and delisted. None of
the Preference Scheme Shares will be transferred to any other person.
Conditions to the implementation of the Preference Share Scheme
The implementation of the Preference Share Scheme is subject to the suspensive
conditions that:
4.2.2.1
4.2.3
by no later than 23:59 on the Long-Stop Date:
4.2.2.1.1
the fulfilment or waiver (as the case may be) of the matters set out in
paragraph 3.2.2.1.1 above; and
4.2.2.1.2
the requisite unconditional written approvals have been obtained
from, inter alia, all governmental and regulatory bodies, including but
not limited to the JSE, the Panel and the SARB.
Preference Share Scheme Consideration
In terms of the Preference Share Scheme, Preference Share Scheme Participants will, if
the Preference Share Scheme is implemented, receive an amount, payable in cash, of
R100.00 for each Preference Scheme Share held by such Preference Share Scheme
Participant on the Preference Share Consideration Record Date. The Preference Share
Scheme Consideration will be distributed firstly out of Astrapak’s “Contributed Tax Capital”
(as defined in section 1 of the Income Tax Act) to the extent of the “Contributed Tax Capital”
attributable to the Preference Shares, with the balance (if any) being distributed from
Astrapak’s profits/reserves.
53
4.2.4
Settlement of the Preference Share Scheme Consideration
4.2.4.1
Subject to paragraphs 4.2.4.2 and 4.2.4.6 below, and subject to the Preference
Share Scheme becoming operative, Preference Share Scheme Participants will
be entitled to receive the Preference Share Scheme Consideration in respect of
each Preference Scheme Share held by them on the Preference Share Scheme
Consideration Record Date.
4.2.4.2
Settlement of the Preference Share Scheme Consideration is subject to the
Exchange Control Regulations, the salient provisions of which are set out in
Annexure 5 to this Circular.
4.2.4.3
Astrapak or its agents will administer and effect payment of the Preference Share
Scheme Consideration and/or will transfer or post the Preference Share Scheme
Consideration to Preference Share Scheme Participants.
4.2.4.4
Preference Share Scheme Participants who hold Dematerialised Preference
Shares will:
4.2.4.5
4.2.4.4.1
if they are not Dissenting Preference Shareholders on the Preference
Share Scheme Consideration Record Date, have their accounts held at
their CSDPs debited on the Preference Share Scheme Implementation
Date with the Preference Share Scheme Shares they are transferring
to Astrapak pursuant to the Preference Share Scheme and credited
with the Preference Share Scheme Consideration attributable to such
Preference Share Scheme Shares on the Preference Share Scheme
Implementation Date; or
4.2.4.4.2
if they are still Dissenting Preference Shareholders on the Preference
Share Scheme Consideration Record Date, have their accounts held
at their CSDPs debited with the Preference Scheme Shares that they
are transferring to Astrapak pursuant to the Preference Share Scheme
within five Business Days of the date on which they cease to be
Dissenting Preference Shareholders and become Preference Share
Scheme Participants, and credited with the Preference Share Scheme
Consideration.
Preference Share Scheme Participants who hold Certificated Preference Shares,
and who are not Dissenting Preference Shareholders on the Preference Share
Scheme Consideration Record Date, will:
4.2.4.5.1
if they have surrendered their Documents of Title and completed Form
of Surrender (grey) to the Transfer Secretaries on or before 12:00 on
the Preference Share Scheme Consideration Record Date:
4.2.4.5.1.1
4.2.4.5.2
if they surrender their Documents of Title and completed Form
of Surrender (grey) to the Transfer Secretaries after 12:00 on the
Preference Share Scheme Consideration Record Date:
4.2.4.5.2.1
54
have the cheques in respect of the Preference Share
Scheme Consideration posted to them, at their risk, within
five Business Days of the Preference Share Scheme
Implementation Date, unless they have elected to receive
the Preference Share Scheme Consideration by way of
an EFT, in which case the Preference Share Scheme
Consideration will be paid to them on the Preference
Share Scheme Implementation Date by way of EFT; or
have the cheques in respect of the Preference Share
Scheme Consideration posted to them, at their risk, or
the Preference Share Scheme Consideration paid to
them by way of an EFT, within five Business Days of the
Transfer Secretaries receiving their Documents of Title
and completed Form of Surrender (grey).
4.2.5
4.2.4.6
Where, on or subsequent to the Preference Share Scheme Implementation Date,
a person, who was not a registered holder of Preference Scheme Shares on the
Preference Share Scheme Consideration Record Date, tenders to the Transfer
Secretaries Documents of Title, together with a duly stamped Form of Surrender
(grey), purporting to have been executed by or on behalf of the registered holder
of such Preference Scheme Shares and, provided that the Preference Share
Scheme Consideration will not already have been posted or delivered to the
registered holder of the relevant Preference Scheme Shares, then such transfer
may be accepted by Astrapak as if it were a valid transfer to such person of
the Preference Scheme Shares concerned, provided that Astrapak has been
provided with an indemnity on terms acceptable to the Company in respect of
such Preference Share Scheme Consideration.
4.2.4.7
The Preference Share Scheme Consideration will be paid to Preference Share
Scheme Participants, in full, in accordance with the terms of the Preference Share
Scheme without regard to any lien, right of set-off, counterclaim or other analogous
right to which Astrapak may otherwise be, or claim to be, entitled.
4.2.4.8
In the case of Preference Share Scheme Participants who are Foreign Shareholders,
if the information regarding authorised dealers is not given or written instructions
to the contrary are provided but no address is given, as required in terms of
paragraphs 2.2 and 2.3 of Annexure 5 to this Circular, the Preference Share
Scheme Consideration will be held in trust by Astrapak, or the Transfer Secretaries
on behalf of Astrapak, for the Preference Share Scheme Participants concerned,
pending receipt of the necessary information or instructions. No interest will be
paid on the Preference Share Scheme Consideration so held. If the necessary
information or instructions have not been provided after a period of five years,
such Preference Share Scheme Consideration shall be paid over to the Guardians
Fund of the High Court, from which it can be claimed.
4.2.4.9
If the Preference Share Scheme Consideration is not paid or posted to Certificated
Preference Shareholders entitled thereto because the relevant Documents of Title
have not been surrendered or if any Preference Share Scheme Consideration
posted to a Certificated Preference Shareholder is returned undelivered to the
Transfer Secretaries, that Preference Share Scheme Consideration will be held in
trust by Astrapak, or the Transfer Secretaries on behalf of Astrapak, until claimed.
No interest will be paid on the Preference Share Scheme Consideration so held. If
the Preference Share Scheme Consideration remains unclaimed after a period of
five years, such Preference Share Scheme Consideration shall be paid over to the
Guardians Fund of the High Court, from which it can be claimed.
Effects of the Preference Share Scheme
The Preference Share Scheme will, if implemented, result in the voluntary repurchase by
Astrapak of all the Preference Shares whereby, the Preference Shareholders will be obliged
to sell to the Company, 100% of the Preference Shares for the Preference Share Scheme
Consideration, being a cash consideration of R100.00 per Preference Scheme Share held
on the Preference Share Scheme Record Date.
4.2.6
Dissenting Preference Shareholders
Preference Shareholders are advised of their Appraisal Rights under section 164 of the
Companies Act:
4.2.6.1
Preference Shareholders who wish to exercise their rights in terms of the
aforementioned section of the Companies Act are required, before the Preference
Share Scheme Resolution to approve the Preference Share Scheme is voted on at
the Preference Share Scheme Meeting, to give notice to the Company in writing
objecting to the Preference Share Scheme Resolution in accordance with the
requirements of section 164(3) of the Companies Act.
55
4.2.6.2
If the Preference Share Scheme Resolution is adopted by the Company, the
Company is required, in accordance with section 164(4) of the Companies Act,
within 10 Business Days after the Preference Share Scheme Members adopt the
Preference Share Scheme Resolution, to send a notice to Preference Shareholders
who gave written notice to the Company objecting to the Preference Share
Scheme Resolution and did not withdraw such written notice or vote in support
of the Preference Share Scheme Resolution, notifying them that the Preference
Share Scheme Resolution has been adopted.
4.2.6.3
Preference Shareholders who gave written notice to the Company in accordance
with the requirements of section 164(3) of the Companies Act (and have not
withdrawn that notice), who voted against the Ordinary Share Scheme Resolution
and who have complied with all the procedural requirements set out in section
164 may, in accordance with sections 164(5) to 164(8) of the Companies Act,
demand that the Company pay them fair value of the Preference Shares held by
them and in respect of which they have given the aforesaid written notice.
4.2.6.4
If Astrapak receives a demand in terms of 164(5) to 164(8) of the Companies
Act and such demand is not withdrawn by the Preference Share Scheme
Implementation Date, the Company will, in accordance with section 164(11) of
the Companies Act, within five Business Days of the Preference Share Scheme
Implementation Date, make an offer to those Preference Shareholders to purchase
their Astrapak Preference Shares at fair value.
4.2.6.5
A Dissenting Preference Shareholder who has sent a demand in accordance with
the requirements of sections 164(5) to 164(8) may withdraw that demand before
Astrapak makes an offer in accordance with section 164(11) of the Companies Act
or if Astrapak fails to make such an offer. If a Dissenting Preference Shareholder
voluntarily withdraws its demand made in accordance with the requirements of
sections 164(5) to 164(8) of the Companies Act, it will cease to be a Dissenting
Preference Shareholder and will become a Preference Share Scheme Participant
whose Preference Shares will be acquired by Astrapak, in accordance with
paragraph 4.2.4 above, with retrospective effect from the Preference Share
Scheme Implementation Date.
4.2.6.6
A Dissenting Preference Shareholder who has sent a demand in accordance with
the requirements of sections 164(5) to 164(8) has no further rights in respect of
the Astrapak Preference Shares in respect of which it has made such demand,
other than to be paid the fair value of such Preference Shares, unless:
4.2.6.6.1
that Dissenting Preference Shareholder withdraws that demand before
Astrapak makes an offer in accordance with section 164(11) of the
Companies Act;
4.2.6.6.2
Astrapak fails to make an offer in accordance with section 164(11)
of the Companies Act and that Dissenting Preference Shareholder
withdraws its demand; or
4.2.6.6.3
Astrapak makes an offer in accordance with section 164(11) of the
Companies Act below and the Dissenting Preference Shareholder
allows such offer to lapse; or
4.2.6.6.4
Astrapak revokes the Preference Share Scheme Resolution, by means
of a subsequent special resolution,
in which case that Preference Shareholder’s rights will, in accordance with section
164(10) of the Companies Act, be reinstated without interruption.
4.2.6.7
56
The offer made in accordance with section 164(11) of the Companies Act will,
in accordance with the requirements of section 164(12)(b) of the Companies
Act, lapse if it is not accepted by the Dissenting Preference Shareholder within
30 Business Days after it was made. If the Dissenting Preference Shareholder
allows that offer to lapse, it will cease to be a Dissenting Preference Shareholder
and will become a Preference Share Scheme Participant whose Preference
Shares will be acquired by Astrapak, in accordance with paragraph 4.2.4 above.
4.2.6.8
A Dissenting Preference Shareholder who accepts an offer made in accordance
with the requirements of section 164(11) of the Companies Act will become
an Excluded Dissenting Preference Shareholder and will not participate in the
Preference Share Scheme. The Excluded Dissenting Preference Shareholder must
thereafter, if it (i) holds Certificated Preference Shares, tender the Documents of
Title in respect of such Certificated Preference Shares to Astrapak or the Transfer
Secretaries; or (ii) holds Dematerialised Preference Shares, instruct its CSDP or
broker to transfer those Astrapak Preference Shares to Astrapak or the Transfer
Secretaries. Astrapak must pay that Excluded Dissenting Preference Shareholder
the agreed amount within 10 Business Days after the Excluded Dissenting
Preference Shareholder has accepted the offer and tendered the Documents
of Title or directed the transfer to Astrapak or the Transfer Secretaries of the
Dematerialised Preference Shares.
4.2.6.9
A Dissenting Preference Shareholder who considers the offer made by Astrapak
in accordance with section 164(11) of the Companies Act to be inadequate, may,
in accordance with section 164(14) of the Companies Act, apply to a Court to
determine a fair value in respect of the Preference Shares that were the subject of
that demand, and an order requiring Astrapak to pay the Dissenting Preference
Shareholder the fair value so determined. The Court will, in accordance with
section 164(15)(v) of the Companies Act, be obliged to make an order requiring:
4.2.6.9.1
the Dissenting Preference Shareholders to either withdraw their
respective demands or to tender their Preference Shares as
contemplated in paragraph 4.2.6.8 above; or
4.2.6.9.2
Astrapak to pay the fair value in respect of the Preference Shares (as
determined by the Court) to each Dissenting Preference Shareholder
who tenders its Preference Shares, subject to any conditions the Court
considers necessary to ensure that Astrapak fulfils its obligations
under section 164 of the Companies Act.
4.2.6.10 If, pursuant to the order of the Court, any Dissenting Preference Shareholder
withdraws its demand, the Dissenting Preference Shareholder will cease to be a
Dissenting Preference Shareholder and will become a Preference Share Scheme
Participant whose Preference Shares will be acquired by Astrapak, in accordance
with paragraph 4.2.4 above, with retrospective effect from the Preference Share
Scheme Implementation Date.
4.2.6.11 If, pursuant to the order of the Court, a Dissenting Preference Shareholder tenders
its Preference Shares to Astrapak, such Dissenting Preference Shareholder will
become an Excluded Dissenting Preference Shareholder and will not participate in
the Preference Share Scheme. The Excluded Dissenting Preference Shareholder
must thereafter, if it (i) holds Certificated Preference Shares, tender the Documents
of Title in respect of such Certificated Preference Shares to Astrapak or the
Transfer Secretaries; or (ii) holds Dematerialised Preference Shares, instruct its
CSDP or broker to transfer those Preference Shares to Astrapak or the Transfer
Secretaries. Astrapak must pay that Excluded Dissenting Preference Shareholder
the fair value determined by the Court within 10 Business Days after the Excluded
Dissenting Preference Shareholder has accepted the offer and tendered the
Documents of Title or directed the transfer to Astrapak or the Transfer Secretaries
of the Dematerialised Preference Shares.
4.2.6.12 A copy of section 164 of the Companies Act, which sets out the Appraisal Rights,
is included in Annexure 6 to this Circular.
57
4.2.7
Foreign Shareholders and Exchange Control Regulations
Annexure 5 to this Circular contains a summary of the Exchange Control Regulations as
they apply to Preference Share Scheme Participants. Preference Share Scheme Participants
who are Foreign Shareholders must satisfy themselves as to the full observance of the
laws of any relevant jurisdiction concerning the receipt of the Preference Share Scheme
Consideration, including (without limitation) obtaining any requisite governmental or other
consents, observing any other requisite formalities and paying any issue, transfer or other
taxes due in such jurisdiction. If in doubt, Preference Share Scheme Participants should
consult their professional advisors immediately.
4.2.8
Funding of the Preference Share Scheme Consideration
Nedbank Limited has delivered an irrevocable, unconditional bank guarantee in the amount
of R150 million (“Preference Share Cash Guarantee”), to the Panel in compliance with
regulations 111(4) and 111(5) of the Takeover Regulations. The sole purpose of the Preference
Share Cash Guarantee is to discharge the Preference Share Scheme Consideration.
4.2.9
Restricted Jurisdictions
4.2.9.1
To the extent that the release, publication or distribution of this Circular in certain
jurisdictions outside of South Africa may be restricted or prohibited by the laws of
such jurisdiction, then this Circular is deemed to have been provided for information
purposes only and the Astrapak Board does not accept any responsibility for any
failure by Foreign Shareholders to inform themselves about, and to observe, any
applicable legal requirements in any such relevant foreign jurisdiction.
4.2.9.2
Preference Shareholders who are in doubt as to their position should consult their
professional advisors immediately.
4.2.10 Governing Law and Jurisdiction
The Preference Share Scheme is governed by the laws of South Africa (excluding the
conflicts of laws rules of the jurisdiction to the extent such rules indicate the application of the
laws of any other country) and is subject to applicable South African laws and regulations,
including the Companies Act, the Takeover Regulations and the Listings Requirements.
Astrapak consents (and Preference Shareholders shall be deemed to have consented) to
the non-exclusive jurisdiction of the Court in relation to the Preference Share Scheme.
4.3 Suspension and termination of the listing of the Astrapak Preference Shares
Subject to the Preference Share Scheme becoming operative, which Preference Share Scheme
Implementation Date is expected to be Monday, 19 June 2017, the JSE has granted approval for
the suspension of the listing on the JSE of the Preference Shares, which suspension is expected to
take place with effect from the commencement of trade on the JSE on Tuesday, 13 June 2017 and
the termination of the listing on the JSE of the Preference Shares, which termination is expected to
take place from the commencement of trade Tuesday, 20 June 2017.
4.4 Interests of the Directors of Astrapak in Astrapak Preference Shares
At the Last Practicable Date, none of the Directors of Astrapak held, directly and indirectly, any
beneficial interests in Astrapak Preference Shares nor did they engage in any dealings in Preference
Shares during the past six months.
4.5 Astrapak Preference Shareholder Undertakings
4.5.1
58
As at the Last Practicable Date, irrevocable undertakings to vote in favour of the Preference
Share Scheme have been received from the following Preference Shareholders holding
in aggregate 478 953 Preference Shares, representing 31.94% of the voting power if all
Preference Scheme Shares are voted at the Preference Share Scheme Meeting or any
adjournment thereof.
Preference Shareholder
Aylett & Co
Element Investment Managers
Prudential Investment Managers
Momentum Asset Management
Date of
irrevocable
undertaking
23 March 2017
29 March 2017
23 March 2017
29 March 2017
206 932
154 744
75 750
41 527
13.80
10.32
5.05
2.77
478 953
31.94
4.5.2
Preference
Share
Scheme
voting rights
(%)
Preference
Shares
subject to
undertaking
Astrapak Preference Shareholder Letter of Comfort
A letter of comfort dated 23 March 2017, confirming the intent to vote in favour of the
Preference Share Scheme, has been received from Coronation Asset Management
Proprietary Limited which holds in aggregate 112 489 Astrapak Preference Shares,
representing 7.50% of the voting power if all Preference Scheme Shares are voted at the
Preference Share Scheme Meeting or any adjournment thereof.
4.5.3
Dealings in Preference Shares by the parties who have provided irrevocable undertakings
for the period beginning six months before the Offer Period and ending on the Last
Practicable Date are as follows:
Preference
Shareholder
Aylett & Co
Date
20 June 2016
24 June 2016
27 June 2016
14 July 2016
22 July 2016
8 August 2016
10 August 2016
12 August 2016
15 August 2016
26 August 2016
26 August 2016
1 September 2016
5 September 2016
6 September 2016
4 October 2016
17 October 2016
18 October 2016
19 October 2016
24 October 2016
1 November 2016
2 November 2016
4 November 2016
21 November 2016
24 November 2016
29 November 2016
7 December 2016
19 December 2016
20 December 2016
23 December 2016
6 January 2017
31 January 2017
Purchase/
Sale
Volume
Purchased/
sold
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Sale
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
400
256
189
2 500
750
2 500
7 500
4 118
10 000
4 118
4 118
40
3 180
500
700
700
1 000
1 530
784
566
2 000
2 906
7 280
88
1 902
316
280
7 124
11
4 042
5 000
Purchase/
Selling Price
(cents)
7 520.00
7 301.00
7 250.00
7 450.00
7 600.00
7 450.00
7 450.00
7 400.00
7 400.00
7 466.00
7 466.00
7 500.00
7 500.00
7 500.00
7 500.00
7 600.00
7 600.00
7 475.00
7 500.00
7 992.21
7 800.00
7 745.13
8 490.00
8 000.00
8 000.00
8 400.00
9 550.00
9 649.37
9 650.00
9 650.00
9 850.00
59
Preference
Shareholder
Date
Purchase/
Sale
Volume
Purchased/
sold
Purchase/
Selling Price
(cents)
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
Purchase
841
636
23
14 859
11 264
412
137
200
800
394
6 850
7 748
200
35
1 000
867
833
918
882
612
588
7 430.00
7 430.00
7 430.00
7 450.00
7 450.00
7 450.00
7 500.00
7 500.00
7 500.00
7 400.00
7 450.00
7 450.00
7 500.00
7 450.00
7 450.00
8 000.00
8 000.00
8 270.00
8 270.00
8 000.00
8 000.00
Sale
1 700
7 400.00
Element Investment Managers
12 July 2016
12 July 2016
12 July 2016
14 July 2016
14 July 2016
14 July 2016
20 July 2016
21 July 2016
27 July 2016
16 August 2016
19 August 2016
19 August 2016
7 September 2016
28 September 2016
29 September 2016
7 November 2016
7 November 2016
16 November 2016
16 November 2016
23 November 2016
23 November 2016
Momentum Asset Management
August 2016
4.6 Adequacy of capital and solvency and liquidity test
60
4.6.1
The Directors of Astrapak have considered the impact of implementing the Repurchase of
the Preference Shares and are of the opinion that the provisions of section 4 and section 48
of the Companies Act have been complied with and that:
– Astrapak and the Astrapak Group will be able in the ordinary course of business to pay
its debts for a period of 12 months after the date of approval of this Circular;
– the assets of Astrapak and the Astrapak Group will be in excess of the liabilities of
Astrapak and the Astrapak Group for a period of 12 months after the date of approval
of this Circular. For this purpose, the assets and liabilities have been measured in
accordance with the accounting policies used in the latest audited consolidated annual
financial statements which comply with the Companies Act;
– the share capital and reserves of Astrapak and the Astrapak Group will be adequate for
ordinary business purposes for a period of 12 months after the date of approval of this
Circular; and
– the working capital of Astrapak and the Astrapak Group will be adequate for ordinary
business purposes for a period of 12 months after the date of approval of this Circular.
4.6.2
It is further recorded that:
– in terms of section 46(1)(a)(ii) of the Companies Act, the Board has, by resolution,
approved the Repurchase of the Preference Shares (to be implemented by way of the
Preference Share Scheme);
– in terms of section 46(1)(b) of the Companies Act, the Board is satisfied that it reasonably
appears that Astrapak will satisfy the solvency and liquidity test, as set out in section 4(1)
of the Companies Act (“Solvency and Liquidity Test”), immediately after completing
the Repurchase of the Preference Shares pursuant to the Preference Share Scheme;
– in terms of section 46(1)(c) of the Companies Act, the Board has, by resolution,
acknowledged that it has applied the Solvency and Liquidity Test, and reasonably
concluded that Astrapak will satisfy the Solvency and Liquidity Test immediately after
completing the Repurchase of the Preference Shares pursuant to the Preference Share
Scheme; and
– the Preference Share Consideration will be distributed firstly, from Astrapak’s
“Contributed Tax Capital” (as defined in section 1 of the Income Tax Act) to the extent
of the “Contributed Tax Capital” attributable to the Preference Share, with the balance
(if any) being distributed from Astrapak’s profits/reserves.
4.7 Opinions and recommendations
4.7.1
Appointment of an Independent Expert
The Independent Board has appointed the Independent Expert, an independent advisor
acceptable to the Panel, to provide an independent professional expert’s opinion regarding
the Preference Share Scheme and to make appropriate recommendations to the Independent
Board in the form of a report contemplated in section 114(3) of the Companies Act.
4.7.2
Report of the Independent Expert
The Independent Expert has, as contemplated in regulation 110(1) of the Takeover
Regulations, performed a valuation on the Astrapak Preference Shares.
The report of the Independent Expert also includes the items required by section 114(3) of
the Companies Act.
Taking into consideration the terms and conditions of the Preference Share Scheme, the
Independent Expert is of the opinion that such terms and conditions are fair and reasonable
to Astrapak Preference Shareholders. Preference Shareholders are referred to Annexure 2
to this Circular, which sets out the full text of the report of the Independent Expert regarding
the Preference Share Scheme.
4.7.3
Opinion of the Independent Board
The Independent Board, after due consideration of the report of the Independent Expert
regarding the Preference Share Scheme, and in accordance with its responsibilities in terms
of regulation 110 of the Takeover Regulations, has formed a view of the range of the fair
value of the Astrapak Preference Shares, which accords with the valuation range contained
in the Independent Expert’s opinion. The Preference Share Scheme Consideration exceeds
both the fair value per Astrapak Preference Share and the current traded price per Astrapak
Preference Share as at the Last Practicable Date.
The Independent Board, taking into account the report of the Independent Expert regarding
the Preference Share Scheme, has considered the terms and conditions thereof, and are
unanimously of the opinion that the terms and conditions of the Preference Share Scheme are
fair and reasonable to Preference Shareholders and, accordingly, recommend that Preference
Share Scheme Members vote in favour of the Preference Share Scheme Resolution.
4.8 Directors’ responsibility statement
The members of the Independent Board collectively and individually accept responsibility for the
information contained in this Circular to the extent that it relates to Astrapak. In addition, they certify
that, to the best of their knowledge and belief, the information contained in this Circular pertaining
to Astrapak is true and, where appropriate, the Circular does not omit anything that is likely to affect
the importance of the information contained in this Circular pertaining to Astrapak. No director on
the Independent Board is excluded from this statement.
61
5. UNBUNDLING AND LISTING
5.1 Background and rationale for the Unbundling
As set out in the Firm Intention Announcement released on SENS on 15 December 2016, Astrapak
Shareholders were informed of, inter alia, the Offer by RPC to acquire, either itself or through RPC
Nominee, all of the Astrapak Ordinary Shares, excluding the Treasury Shares and the 1 258 594
Astrapak Ordinary Shares held by the ASOS Trust, being a total of 121 035 232 Astrapak Ordinary
Shares, by way of a scheme of arrangement in terms of section 114 of the Companies Act, to
be proposed by the Astrapak Board between Astrapak and the Astrapak Ordinary Shareholders.
Astrapak Shareholders were further informed that the Offer was submitted on the basis that, inter
alia, Astrapak’s Non-Core Assets (which include, inter alia, the Flexibles’ Operations comprising
Peninsula Packaging, Barrier Film Converters and Plusnet Geotex) will prior to, or in parallel with, the
implementation of the Ordinary Share Scheme, be distributed to Astrapak Ordinary Shareholders.
Accordingly, the Astrapak Board has resolved, in addition to the Ordinary Share Scheme, to
unbundle all its Shares in Master Plastics, a recently established wholly-owned Subsidiary of
Astrapak which will house all the Non-Core Assets, to Astrapak Ordinary Shareholders by way of
a distribution in specie in terms of section 46(1)(a)(ii) of the Companies Act and section 46 of the
Income Tax Act, in the intended ratio of one Master Plastics Share for every one Astrapak Ordinary
Share held at the close of business on the Unbundling Record Date, and separately list Master
Plastics on the AltX.
In terms of the Implementation Agreement, Astrapak has confirmed that:
5.1.1 all Non‑Core Assets will, prior to the date of the Ordinary Share Scheme Meeting, be
transferred to Master Plastics; and
5.1.2 the ordinary shares in Master Plastics distributed to Astrapak Gauteng and the ASOS Trust
pursuant to the Unbundling, will, on the Business Day immediately prior to the Ordinary
Share Scheme Implementation Date, be sold back to Master Plastics at a repurchase
consideration of R0.01 per share in Master Plastics, which will not form part of the Astrapak
Group for purposes of the Implementation Agreement.
Pursuant to paragraph 5.1.2 above, on 30 March 2017, the board of directors and the sole
shareholder of Master Plastics, being Astrapak, resolved that, should Astrapak Gauteng and the
ASOS Trust receive any Master Plastics Shares pursuant to the Unbundling, they shall purchase
the Master Plastics Shares for a consideration of R0.01 per Master Plastics Share, on the Business
Day immediately prior to the Ordinary Share Scheme Implementation Date, or if the Ordinary Share
Scheme does not become unconditional and is not implemented, on the Business Day immediately
after the Unbundling.
Astrapak has also, in terms of the Implementation Agreement, undertaken that:
5.1.3
by no later than the Ordinary Share Scheme Conditions Fulfilment Date:
5.1.3.1 each of the Astrapak Ordinary Shareholders as at the Ordinary Share Scheme
Record Date will acquire a corresponding shareholding interest in Master Plastics
pursuant to the Unbundling; and
5.1.3.2 Master Plastics’ Shares are listed on the AltX; and
5.1.4
on the Business Day immediately prior to the Ordinary Share Scheme Implementation Date,
each of Astrapak Gauteng and the ASOS Trust sells back to Master Plastics all shares in
Master Plastics distributed to it, at a repurchase consideration of R0.01 per share in Master
Plastics.
As set out in Astrapak’s condensed unaudited interim results for the six months ended 31 August
2016, the Company’s three remaining Flexibles Operations namely, Peninsula Packaging, Barrier
and Plusnet Geotex, which were classified as held-for-sale, are performing well and in line with
budget in the aggregate.
The last 24 months of the implementation of Astrapak’s restructuring initiatives have seen significant
re-investment into, restructuring and repositioning of these Flexibles Operations, thereby creating
competitive operations which have the ability to be market leaders. These operations, which are
focused on niche best-in-class technologies, have a wide geographic footprint and are led by
experienced management teams who are experts in their field.
The Unbundling will provide Astrapak Ordinary Shareholders with the opportunity to participate
directly in the Company’s Flexibles Operations.
62
5.2 Conditions to the implementation and further details of the Unbundling
5.2.1
The implementation of the Unbundling is subject to the suspensive condition that by no
later than 23:59 on the Long-Stop Date all the resolutions proposed at the General Meeting
of Astrapak Shareholders, the Ordinary Share Scheme Meeting and the Preference Share
Scheme Meeting have been duly passed.
5.2.2
Upon the Unbundling becoming unconditional in accordance with paragraph 5.2.1 above,
and prior to implementation of the Ordinary Share Scheme, Astrapak will distribute all of
the Master Plastics Distribution Shares to its Ordinary Shareholders by way of a distribution
in specie in terms of section 46 of the Companies Act and section 46 of the Income Tax Act.
5.2.3
Astrapak Ordinary Shareholders will receive one Master Plastics Share for every one
Astrapak Ordinary Share held on the Unbundling Record Date (subject to the rounding
convention applied by the JSE).
5.3 Procedure for the implementation of the Unbundling
5.3.1
Certificated Ordinary Shareholders should pay special attention to the provisions of the
following paragraph since Master Plastics will not issue any individual Master Plastics share
certificates to which they are entitled in relation to the Unbundling. Certificated Ordinary
Shareholders will be required to move into a Dematerialised environment. If you are in
any doubt as to the action you should take, please consult your broker, CSDP, attorney,
accountant, banker or other professional advisor.
For the purposes of the Unbundling, Astrapak Ordinary Shareholders will be issued their
respective Master Plastics Shares in Dematerialised form only. Accordingly, Certificated
Ordinary Shareholders must appoint a CSDP under the terms of the Financial Markets Act,
directly or through a broker, to receive Master Plastics Shares on their behalf. Should a
shareholder require a physical share certificate in terms of its Master Plastics Shares, it will
have to materialise its Master Plastics Shares following the Listing, and should contact its
CSDP to do so.
Shareholders should note that there are risks associated with holding shares in certificated
form, including the risk of loss or tainted scrip, which is no longer covered by the JSE
Guarantee Fund. Shareholders who elect to convert their Dematerialised shares into
certificated shares will have to Dematerialise their shares should they wish to trade them in
accordance with the rules of Strate.
The Master Plastics Shares accruing to any unknown/untraceable Astrapak Certificated
Ordinary Shareholders will be transferred to Computershare Nominees Proprietary Limited
and held in accordance with the Custody Agreement.
Should an Astrapak Ordinary Shareholder wish to claim his Master Plastics Shares, he will
have to give an instruction to his CSDP, broker or custodian to receive the Master Plastics
Shares from Computershare CSDP, the latter together with Astrapak’s Transfer Secretaries
will verify the holding and validity of the Master Plastics Shares to be transferred. The
Transfer Secretaries may require supporting documentation and will advise the Shareholder
accordingly. Beneficial ownership will be recorded on a sub-register with the Transfer
Secretaries (known as the nominee sub-register) but held in aggregate with Computershare
CSDP in Dematerialised format.
The Master Plastics Shares will then be transferred into such account with the CSDP or
broker as may have been specified by the Astrapak Ordinary Shareholder concerned
provided that such account must be within South Africa in the case of a resident but may in
the case of a non-resident be inside or outside of South Africa.
Should an unknown/untraceable Astrapak Certificated Ordinary Shareholder not wish to
open an account with a CSDP or broker it may, by completing such forms as the Transfer
Secretaries may require, instruct the Transfer Secretaries to sell its Master Plastics Shares
to which it is entitled and remit the cash into an account with a South African bank on its
behalf.
5.3.2
Documents of Title in respect of Astrapak Ordinary Shares are not required to be surrendered
in order to receive the Master Plastics Distribution Shares.
63
5.4 Governing law
The Unbundling will be governed by the laws of South Africa.
5.5 Offer not made where not legally permitted
5.5.1
The legality of the Unbundling to persons resident in jurisdictions outside of South
Africa may be affected by the laws of the relevant jurisdiction. Such persons should
inform themselves about any applicable legal requirements, which they are obligated to
observe. It is the responsibility of any such person wishing to participate in the Unbundling
to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in
connection therewith.
5.5.2
In particular, the Unbundling is not being made, directly or indirectly, in or into any jurisdiction
where it is not legally permitted for the unbundling to be made or accepted (“the affected
jurisdictions”) including, inter alia, the United States of America, Canada, Australia, Japan
and the Republic of Ireland.
5.5.3
Persons wishing to participate in the Unbundling should not use the mail of any of the
affected jurisdictions or any such means, instrumentality or facility for any purpose, directly
or indirectly, relating to the Unbundling.
5.5.4
Foreign excluded Astrapak Ordinary Shareholders’ Master Plastics Distribution Shares will
be aggregated and disposed of on the JSE by the Transfer Secretaries for the benefit
of the foreign excluded Astrapak Ordinary Shareholders. CSDPs will be responsible for
informing the Transfer Secretaries of all Dematerialised Shares held by them on behalf
of foreign Astrapak Ordinary Shareholders. The Transfer Secretaries will determine which
Certificated Ordinary Shareholders are foreign Astrapak Ordinary Shareholders. The
Transfer Secretaries will deem all Astrapak Ordinary Shareholders who are resident or
whose registered addresses are in any country other than in the Common Monetary Area
to be foreign excluded Astrapak Ordinary Shareholders, unless such Astrapak Ordinary
Shareholders provide them with proof, either personally, through a representative or
CSDP, satisfactory to the Astrapak Board, that they are entitled to receive Master Plastics
Distribution Shares, or contact the Astrapak Board to make an alternative arrangement, by
not later than the Unbundling Record Date.
(An analysis of the Register effected at the end of November 2016 reflected a local holding
of 99.1% and, with 135 131 250 Ordinary Shares in issue, would mean only 1.2 million
comprise foreign excluded Ordinary Shares.)
5.5.5
Foreign excluded Astrapak Ordinary Shareholders will, in respect of their Shareholdings,
receive the average consideration per Share (net of costs) at which all foreign excluded
Astrapak Ordinary Shareholders’ Master Plastics Distribution Shares were disposed of.
The average consideration will be calculated and the consideration due to each foreign
excluded Shareholder will be paid only once all these Shares have been disposed of.
Astrapak Ordinary Shareholders who are not residents of South Africa or whose registered
addresses fall outside of South Africa should contact their CSDP or broker if they are
uncertain of the impact of the Unbundling on them.
5.6 Foreign Astrapak Ordinary Shareholders
64
5.6.1
The distribution of Master Plastics Shares to foreign Astrapak Ordinary Shareholders
in terms of the Unbundling may be affected by the laws of foreign Astrapak Ordinary
Shareholders’ relevant jurisdictions. Those foreign Astrapak Ordinary Shareholders should
consult professional advisors as to whether they require any governmental or other consent
or need to observe any other formalities to enable them to realise their entitlement in terms
of the Unbundling.
5.6.2
Astrapak Ordinary Shareholders are referred to paragraph 5.5 above, together with
Annexures 12 and 13 to this Circular for further information on the restrictions applicable to
foreign Astrapak Ordinary Shareholders.
5.7 Exchange Control
5.7.1
Astrapak Ordinary Shareholders whose registered addresses are outside the Common
Monetary Area will need to comply with the Exchange Control Regulations set out in
Annexure 5 to this Circular.
5.7.2
If Astrapak Ordinary Shareholders are in any doubt as to what action to take they should
consult their professional advisers.
5.8 Taxation considerations relating to the Unbundling
5.8.1
Astrapak intends to rely on the provisions of section 46 of the Income Tax Act and section
8(1)(a)(iv) of the STT Act in respect of the Unbundling. These sections provide relief from
income tax, CGT, Dividend Tax and STT, which would ordinarily be payable in respect of an
Unbundling of this nature.
5.8.2
Astrapak Ordinary Shareholders are referred to Annexure 13 to this Circular for information
on the taxation consequences relating to the Unbundling.
5.9 Approvals
5.9.1
In terms of the Listings Requirements, where assets are unbundled and listed, shareholder
approval is not required. Accordingly, Astrapak Shareholders will not be required to vote on
the Unbundling and Listing.
5.9.2
As the Unbundling does not constitute a section 112 disposal in terms of the Companies
Act, Astrapak Shareholders will not be required to vote on the Unbundling.
5.9.3
The Listing is, however, subject to approval by the relevant regulatory authorities, including
the approval by the JSE of the Master Plastics Pre-Listing Statement, as the case may be.
It is anticipated that, for this purpose, the Master Plastics Pre-Listing Statement will be
distributed to Astrapak Ordinary Shareholders who are recorded in the Register on the
Unbundling Record Date on or about 26 May 2017.
It is further anticipated that the Listing will occur on 24 May 2017.
5.10 Financial information relating to the Unbundling
5.10.1 Historical financial information
The historical financial information of Master Plastics for the three financial years ended
29 February 2016 will be set out in the Master Plastics Pre-Listing Statement.
5.10.2 Pro forma financial effects of the Unbundling and voluntary Repurchase of the
Preference Shares
The table below set out the pro forma financial effects of the Unbundling and voluntary
Repurchase of the Preference Shares on Astrapak’s earnings per Ordinary Share, headline
earnings per Ordinary Share, net asset value per Ordinary Share and net tangible asset
value per Ordinary Share.
The pro forma financial effects have been prepared to illustrate the impact of the
Unbundling and voluntary Repurchase of the Preference Shares on the reported financial
information of Astrapak for the six months ended 31 August 2016, had the Unbundling and
voluntary Repurchase of the Preference Shares occurred on 1 March 2016 for statement
of comprehensive income purposes and as at 31 August 2016 for statement of financial
position purposes.
The pro forma financial effects have been prepared using accounting policies that comply
with IFRS and that are consistent with those applied in the annual financial statements of
Astrapak for the financial year ended 29 February 2016.
The pro forma financial effects, which are the responsibility of the Astrapak Board, are provided
for illustrative purposes only and, because of their pro forma nature, may not fairly present
Astrapak’s actual financial position, changes in equity, results of operations or cash flow.
65
The full pro forma financial effects are set out in Annexure 10 to this Circular, and the
independent reporting accountant’s assurance report thereon is set out in Annexure 11 to
this Circular.
Six months ended 31 August 2016
Before the
Unbundling
and voluntary
Repurchase
of the
Pro forma
Preference adjustments
Shares – Unbundling
(R’000)
(R’000)
Basic earnings
per share
(cents)
Continuing
operations
Discontinued
operations
Headline
earnings per
share (cents)
Continuing
operations
Discontinued
operations
Net asset value
per share (cents)
Tangible net
asset value per
share (cents)
Weighted
average number
of shares in issue
(000’s)
Total number of
shares in issue
(000’s)
Pro forma
financial
information
after the
Unbundling
before
voluntary
Repurchase
of the
Preference
Shares
(R’000)
Voluntary
Repurchase
of the
Preference
Shares
(R’000)
Pro forma
financial
information
after the
Unbundling
and voluntary
Repurchase
of the
Preference
Shares
(R’000)
Percentage
change
(%)
(30.0)
(3.7)
(33.7)
1.0
(32.7)
(9.0)
(30.5)
(0.9)
(31.4)
1.0
(30.4)
(0.3)
0.5
(2.8)
(2.3)
–
(2.3)
560.0
4.5
(12.5)
(8.0)
1.0
(7.0)
(255.6)
(4.7)
(1.0)
(5.7)
1.0
(4.7)
9.2
(11.5)
(2.3)
–
(2.3)
(125.0)
820
(215)
606
(125)
481
(41.3)
770
(213)
556
(125)
431
(44.0)
–
121 035
–
121 035
–
121 035
–
135 131
–
135 131
–
135 131
–
Notes:
1. The “Before Unbundling and voluntary Repurchase of the Preference Shares” column represents extracts
of Astrapak’s reported unaudited interim results for the six months ended 31 August 2016 adjusted for the
subsequent event represented by the disposal of the Denver Property for a gross purchase consideration of
R88.0 million.
2. The effects on the basic earnings per share and headline earnings per share are calculated based on the
assumption that the Unbundling and the voluntary Repurchase of the Preference Shares was effected on
1 March 2016.
3. The following should be noted in respect of pro forma effects reflected in the statements of comprehensive income:
i.
The income, expenditure and related taxes of the entities to be unbundled and which were previously
included in discontinued operations, were reversed. The remaining expenses relate to operations
discontinued or disposed of in prior periods and are unrelated to the unbundled assets.
ii. Transaction costs in respect of the Unbundling of R3.1 million are deemed to be non-tax deductible, one‑off
in nature and for the account of Astrapak. A reversal of admin expenses of R279 000 in respect of costs
associated with the unbundled assets has reduced the number to reflect a net amount of R2.821 million.
These costs were taxable and the full tax expense is reversed accordingly.
iii. All financial effects, with the exception of transaction costs, are ongoing.
iv. Non-controlling interests in reported profits, in as far as they relate to assets to be unbundled,
specifically Coralline Investments Proprietary Limited, has been reversed as the business is part of the
unbundled assets.
v. No interest cost has been accounted for in respect of funds utilised to voluntarily repurchase the Preference
Shares as such repurchase will be affected out of existing cash resources and proceeds from property
disposal transactions already announced.
4. The effects on net asset value per share and tangible asset per share are calculated based on the assumption
that the Unbundling and voluntary Repurchase of the Preference Shares was effected as at 31 August 2016.
66
5. The following should be noted in respect of pro forma effects reflected in the statements of financial position:
i.
The relevant assets will be unbundled by way of an in specie dividend distribution and no proceeds
will be received as this does not represent a third-party disposal. Retained income has been reduced
accordingly to reflect this distribution.
ii. Transaction costs of R1.2 million are deemed to have been cash settled.
iii. The minority interest associated with Coralline Investments Proprietary Limited has been reversed as the
assets will be unbundled.
iv. The Non-Distributable Reserve which relates to the mark-to-market of properties to be unbundled has
been reversed.
v. The voluntary Repurchase of the Preference Shares will be affected out of a fresh issue of debt as
represented by a facility already made available to Astrapak by Nedbank Limited. This facility will be
settled out of cash proceeds from property disposal transactions already announced and the cost of
R151.5 million associated with the repurchase has accordingly been allocated against cash.
6. An irrevocable, unconditional bank guarantee in the amount of R150 000 000 (“Preference Share Cash Guarantee”)
adjustment. The sole purpose of the Preference Share Cash Guarantee is to discharge the Preference Share
Scheme Consideration.
6. CONSENTS
The Corporate Advisor and Transaction Sponsor, Legal Advisors, Independent Expert, Corporate Advisor
to RPC, Independent Reporting Accountants and Auditors and the Transfer Secretaries listed in the
section entitled ‘Corporate Information’ have consented in writing to act in the capacities stated and to
their names being stated in this Circular and, where applicable, to the inclusion of their reports in the
form and context in which they have been reproduced in this Circular, and have not, prior to the Last
Practicable Date, withdrawn their consents prior to publication of this Circular.
7. DOCUMENTS AVAILABLE FOR INSPECTION
The following documents, or copies thereof, will be available for inspection at the office of Astrapak,
Rivonia Village, 2nd Floor, Corner Mutual Road and Rivonia Boulevard, Rivonia, Johannesburg, 2191
and the office of the Corporate Advisor and Transaction Sponsor to Astrapak, 2nd Floor, North Block,
Hyde Park Office Tower, corner 6th Road and Jan Smuts Avenue, Hyde Park, 2196, during normal
business hours from Friday, 7 April 2017 up to and including Friday, 12 May 2017:
–
–
–
–
–
–
–
–
–
–
the memoranda of incorporation of Astrapak and its Subsidiaries;
a signed copy of the Implementation Agreement and the addenda thereto;
the opinions of the Independent Expert;
Astrapak’s audited annual financial statements for the three years ended 28 February 2016,
29 February 2015 and 28 February 2014;
Astrapak’s interim financial results for the six-month period ended 31 August 2016;
copies of the irrevocable undertaking/s and letters of comfort referred to in paragraphs 3.10 and
4.5 above;
the letter of approval of the Circular from the Panel;
the written consents referred to in paragraph 6 above;
a copy of the ASOS Trust trust deed; and
a signed copy of this Circular.
SIGNED ON BEHALF
OF THE INDEPENDENT BOARD
SIGNED ON BEHALF
OF THE ASTRAPAK BOARD
SIGNED ON BEHALF
OF THE BOARD OF DIRECTORS
OF RPC GROUP PLC
Phumzile Langeni
Chairperson
Robin Moore
Chief Executive Officer
Pim Vervaat
Chief Executive Officer
7 April 2017
7 April 2017
7 April 2017
67
ANNEXURE 1
OPINION OF THE INDEPENDENT EXPERT IN RESPECT OF THE ORDINARY SHARE
SCHEME
“The Independent Board
Astrapak Limited
5 Kruger Street
Denver
Johannesburg, 2001
30 March 2017
Dear Sirs
FAIR AND REASONABLE OPINION ON THE PROPOSED SCHEME OF ARRANGEMENT PURSUANT
TO S114 OF THE COMPANIES ACT TO BE PROPOSED BY THE BOARD OF ASTRAPAK LIMITED
(“ASTRAPAK” OR “THE COMPANY”)
Introduction
We have agreed to provide a fair and reasonable opinion in terms of section 114 of the Companies Act, 2008
(Act 71 of 2008), as amended (“the Companies Act”) along with the Takeover Regulations issued in terms of
section 120 of the Companies Act, as amended (“Takeover Regulations”) in respect of an agreement (“the
Implementation Agreement”) entered into between Astrapak and RPC Group Plc (“RPC”) on 14 December 2016.
In terms of the Implementation Agreement the board of Astrapak will propose a scheme of arrangement (“the
Ordinary Share Scheme”) to Astrapak ordinary shareholders (“the Ordinary Share Scheme Members”) to give
effect to the acquisition by RPC of the Ordinary Scheme Shares for the Ordinary Share Scheme Consideration.
Full details of the Ordinary Share Scheme are set out in the circular to be issued to Astrapak shareholders
on or about 7 April 2017 (“the Circular”). Terms defined in the Circular have, unless the context requires
otherwise, the same meanings in this report as given to them elsewhere in the Circular.
Responsibility
The Circular and compliance with the Companies Act is the responsibility of the directors of Astrapak. Our
responsibility is to report on the fairness and reasonableness of the terms and conditions of the Ordinary
Share Scheme in accordance with the Companies Act and the Takeover Regulations.
Meaning of fair and reasonable in terms of the Companies Act and Takeover Regulations
We consider that the effect of the Companies Act and Takeover Regulations in the context of the Ordinary
Share Scheme is that:
• fairness is measured relative to our independently derived fair value range of the Ordinary Scheme Shares;
and
• reasonableness is measured relative to the traded price of the Ordinary Scheme Shares at the time the
Ordinary Share Scheme Consideration was announced, or at some other more appropriate identifiable time.
For illustrative purposes, in the case of an acquisition such as this, the transaction may be said to be fair to the
Ordinary Share Scheme Members if the Ordinary Share Scheme Consideration is equal to or more than the
fair value of the Ordinary Scheme Shares and reasonable to Ordinary Share Scheme Members if the Ordinary
Share Scheme Consideration is equal to or more than the traded price of the Ordinary Scheme Shares at the
time that the Scheme was announced.
In preparing our opinion we will apply the aforementioned principles.
Sources of information
We have relied on information from the following sources in arriving at our opinions:
• the historic financial information of Astrapak comprising the annual financial statements for the year
ended 29 February 2016 and the January management accounts for the year ended 28 February 2017
(“the Historic Financial Information”);
68
• the forecast financial information of Astrapak for the years ended 28 February 2017 and the year ending
28 February 2018 as prepared by management of Astrapak (“the Forecast”);
• the Implementation Agreement;
• RPC’s binding offer letter accepted by Astrapak on 14 December 2016 (“the Binding Offer Letter”);
• the Circular and announcements issued in terms of the Ordinary Share Scheme;
• the management representation letter issued to us in terms of our opinion;
• information and assumptions made available by and discussions held with the directors and management
of Astrapak; and
• the terms and conditions of and rationale for the Ordinary Share Scheme.
Where practical, we have corroborated the reasonability of the information provided to us for the purposes
of our opinion, including publicly available information, whether in writing or obtained in discussion with
management of Astrapak. Where possible, such information has been substantiated by reference to supporting
documentation and other corroborating evidence. Whilst our work has involved an analysis of the financial
information, as provided to us, our engagement does not constitute, nor does it include an audit or review in
accordance with International Standards on Auditing. We have not and we do not assume responsibility or
liability for such information.
Scope and factors considered
In preparing our opinion on the Scheme we have:
• Reviewed the Historic Financial Information.
• Reviewed the terms and conditions of and rationale for the Ordinary Share Scheme.
• Reviewed the Forecast and obtained an understanding of the basis on which the Forecast was prepared.
Checked the arithmetical accuracy of the Forecast and reviewed the assumptions applied in the Forecast
for reasonableness through discussions with management of Astrapak as well as through comparison with
the Historic Financial Information.
• Performed an independent valuation of the Ordinary Scheme Shares which excludes the Master Plastics
Shares, the Denver Property Amount, the Completion Calculation Amount and the Agterskot Litigation
Consideration. The valuation was performed using earnings yield methodology in terms of which a suitable
earnings yield is applied to the company’s maintainable earnings attributable to Ordinary Share Scheme
Members.
• Key assumptions applied in performing the valuation were as follows:
–– An earnings yield of 11.4%; and
–– long-term growth of 6.00% per annum.
• Other key internal value drivers included working capital and capital expenditure requirements, operating
margins, the well-established nature of the group, earnings history and expected future growth of the
business. External value drivers, including interest rates, forecast gross domestic product growth rates in
South Africa, current and forecast consumer price index rates in South Africa, selected sector data and
prevailing market and industry conditions were also considered in assessing the forecast cash flows and
risk profile of the company.
• Reviewed the Implementation Agreement and the Binding Offer Letter;
• Reviewed the Circular and announcements issued in terms of the Ordinary Share Scheme;
• Reviewed information and assumptions made available by and discussions held with the directors and
management of Astrapak;
• A range of final valuation values attributable to the Ordinary Scheme Shares has been considered. The
range has been calculated based on increasing, and decreasing the earnings yield used in the valuation.
The value of an Ordinary Scheme Share taking this into account is R3.12 to R3.72 with a core value of
R3.42 used for purposes of expressing our opinion.
• We have performed a sensitivity analysis on our valuation.
• We performed a reasonability check on the valuation of the Ordinary Scheme Shares by considering the
relative value method in terms of which an appropriate and comparable market multiple is applied to the
earnings of Astrapak to obtain a market value of the Ordinary Scheme Shares.
• Considered the Ordinary Share Scheme Consideration relative to our valuation of the Ordinary
Scheme Shares.
69
• Reviewed the historical volumes and prices of the Ordinary Scheme Shares as traded on the JSE.
• Considered the Ordinary Share Scheme Consideration relative to the spot, 30-day, 60-day and 90-day
VWAP of the Ordinary Scheme Shares at the date of announcement of the Ordinary Share Scheme, being
15 December 2016. On that day the Ordinary Shares closed at R6.00 and the 30-day, 60-day and 90-day
VWAP’s prior to that date were R5.53, R4.30 and R4.10 respectively.
• Considered the terms of the Preference Share Scheme and in particular the inter-conditionality of the
Preference Share Scheme and the Ordinary Share Scheme.
• Considered the irrevocable undertakings received from shareholders representing 51.26% of the Ordinary
Share voting power to vote in favour of the Ordinary Share Scheme as well as the letter of comfort received
from Coronation Asset Management Proprietary Limited which holds, on behalf of its clients, Ordinary
Shares representing 28.40% of the Ordinary Share voting power.
• Considered Astrapak’s management representation letter obtained in respect of the opinion which confirms
the following:
–– management are not aware of any price sensitive information (as defined in the JSE Listings
Requirements) not already in the public domain which if made public would be reasonably likely to
have a material effect on the price of Astrapak securities; and
–– the Forecast is management’s best estimate of the results of Astrapak for the forecast periods.
Additional disclosure required in accordance with section 114 (3) of the Companies Act
In accordance with section 114(3) of the Companies Act we disclose the following information:
• The prescribed information relevant to the value of the securities affected by the Ordinary Share Scheme
have been documented in the ‘scope and factors considered’ section above.
• Prior to the implementation of the Ordinary Share Scheme the Company has 135 131 250 and 1 500 000
ordinary and preference shares respectively in issue (based on information available at the last practicable
date, as defined in the Circular). On implementation of the Ordinary Share Scheme the Ordinary Scheme
Shares will be acquired. Therefore all holders of Ordinary Scheme Shares will be affected by the Ordinary
Share Scheme.
• Based on the work performed in the ‘scope and factors considered’ section above, the material effects
of the proposed arrangement on the compensation that Ordinary Share Scheme Members will receive in
terms of the Ordinary Share Scheme is that the Ordinary Scheme Shares will be acquired at a minimum
R6.40 per share whilst we have valued the Ordinary Scheme Shares at a core value of R3.42 for purposes
of expressing our opinion.
• The Scheme Consideration payable for the Scheme Shares will be discharged out of RPC’s existing cash
resources.
• The table below sets out the direct and indirect beneficial holdings of Ordinary Scheme Shares by the
board of directors of the Company (and their associates) as at the last practical date, including any
directors who have resigned during the last 18 months, before the implementation of the Scheme.
Director
RI Moore
PC Botha
M Diedloff
Total
Number of
ordinary shares
held directly
Number of
ordinary shares
held by related
or inter-related
parties
Total
528 690
–
533 385
–
40 440 479
–
528 690
40 440 479
533 385
0.39%
29.93%
0.39%
1 062 075
40 440 479
41 502 554
30.71%^
Percentage of
issued share
capital
(%)
No directors have resigned during the last 18 months.
^
The percentage of issued share capital has been calculated using the total number of shares in issue including the treasury shares.
• The table below sets out the direct and indirect beneficial holdings of Ordinary Scheme Shares by the board
of directors of the Company (and their associates) as at the last practical date, including any directors who
have resigned during the last 18 months, after the implementation of the Ordinary Share Scheme.
70
Number of
ordinary shares
held directly
Number of
ordinary shares
held by related
or inter-related
parties
Total
RI Moore
PC Botha
M Diedloff
–
–
–
–
–
–
–
–
–
–%
–%
–%
Total
–
–
–
–%^
Director
Percentage of
issued share
capital
(%)
• In accordance with section 114(3)(g) of the Act, the provisions of sections 115 and 164 of the Act are
attached as Annexures 6 and 7 respectively to the Circular.
• We have provided our report to the independent board of directors of Astrapak who have confirmed that
it will be distributed to all holders of Astrapak securities.
Opinion
Our opinion is based on the economic, regulatory, market and other conditions in effect on, and information
made available to us, at the date of our report. Subsequent developments may affect this opinion which we
are under no obligation to update, review or re-affirm.
The report on the Ordinary Share Scheme is provided solely for the benefit of the independent board of
directors of Astrapak in connection with and for the purpose of their consideration of the Ordinary Share
Scheme. It may not be reproduced in any form save with our prior written consent.
In accordance with the Companies Act and Takeover Regulations, based upon and subject to the foregoing,
we are of the opinion, at 30 March 2017 that the Ordinary Share Scheme is fair and reasonable to the Ordinary
Share Scheme Members.
An individual shareholder’s decision may be influenced by his or her particular circumstances. This opinion
does not purport to cater for each shareholder’s circumstances and risk profile, but rather the general body
of shareholders taken as a whole. Should a shareholder be in any doubt as to what action to take, he or she
should consult an independent advisor.
Limiting conditions
Our valuation of the Ordinary Scheme Shares has been prepared using earnings yield methodology and is
dependent on the Forecast. Forecasts in general relate to future events and are based on assumptions that
may not correspond with those future events. Whilst we have reviewed the Forecast and are of the opinion
that it appears reasonable, we cannot express an opinion as to how closely it will correspond to the actual
results. Should the Forecast materially differ from actual results this may have an effect on our valuation to the
extent that we may alter our opinion.
Conclusion
We record that no persons who form part of the staff of Grant Thornton Advisory Services Proprietary (Pty)
Ltd who are directly or indirectly involved in preparing this fair and reasonable opinion have any interest in:
• the issued share capital of Astrapak or RPC; and/or
• the success or failure of the Ordinary Share Scheme.
The fee payable in connection with this opinion is R190 000 excluding VAT. This fee is not contingent on or
related to the outcome of the Ordinary Share Scheme.
We further record that Grant Thornton Advisory Services (Pty) Ltd has the necessary competence to act as
the independent expert for purposes of this opinion.
We hereby consent to the inclusion of this letter in its entirety in the Circular.
Yours faithfully
Duncan Church
Director
52 Corlett Drive, Wanderers Office Park
Illovo, 2196”
71
ANNEXURE 2
OPINION OF THE INDEPENDENT EXPERT IN RESPECT OF THE PREFERENCE SHARE
SCHEME
“The Astrapak Board
Astrapak Limited
5 Kruger Street
Denver
Johannesburg, 2001
30 March 2017
Dear Sirs
FAIR AND REASONABLE OPINION ON THE SCHEME OF ARRANGEMENT PROPOSED BY ASTRAPAK
LIMITED (“ASTRAPAK” OR “THE COMPANY”) WITH REGARD TO THE VOLUNTARY REPURCHASE
OF ITS ISSUED PREFERENCE SHARES
Introduction
We have agreed to provide a fair and reasonable opinion in terms of section 114 of the Companies Act, 2008
(Act 71 of 2008), as amended (“Companies Act”) along with the Takeover Regulations issued in terms of
section 120 of the Companies Act, as amended (“Takeover Regulations”) in respect of the scheme of
arrangement proposed by the Company with regard to the voluntary repurchase of its issued preference
shares (“the Preference Share Scheme”).
Our opinion in terms of section 114 of the Companies Act and the Takeover Regulations is required as the
Preference Share Scheme will result in Astrapak acquiring in excess of 5% of its issued preference share
capital and the Preference Share Scheme is therefore subject to the provisions of sections 48, 114 and 115
of the Companies Act.
Full details of the Preference Share Scheme are set out in the circular to be issued to Astrapak shareholders
on or about 7 April 2017 (“the Circular”). Terms defined in the Circular have, unless the context requires
otherwise, the same meanings in this report as given to them elsewhere in the Circular.
Responsibility
The Circular and compliance with the Companies Act is the responsibility of the directors of Astrapak. Our
responsibility is to report on the fairness and reasonableness of the terms and conditions of the Preference
Share Scheme in accordance with the Companies Act and the Takeover Regulations.
Meaning of fair and reasonable in terms of the Companies Act and Takeover Regulations
We consider that the effect of the Companies Act and Takeover Regulations in the context of the Preference
Share Scheme is that:
• fairness is measured relative to our independently derived fair value range of the Preference Shares; and
• reasonableness is measured relative to the traded price of the Preference Shares at the time the
Consideration per Preference Share was announced, or at some other more appropriate identifiable time.
For illustrative purposes, in the case of a share repurchase such as this, the transaction may be said to be fair
to Preference Shareholders if the consideration payable is equal to or more than the fair value of the Preference
Shares that are the subject of the transaction and reasonable to Preference Shareholders if the consideration
payable is equal to or more than the traded price of the Preference Shares at the time that the Preference
Share Scheme was announced.
In preparing our opinion we will apply the aforementioned principles.
72
Sources of information
We have relied on information from the following sources in arriving at our opinions:
• the historic financial information of Astrapak comprising the annual financial statements for the year
ended 29 February 2016 and the January management accounts for the year ended 28 February 2017
(“the Historic Financial Information”);
• the forecast financial information of Astrapak for the year ended 28 February 2017 and year ending
28 February 2018 as prepared by management of Astrapak (“the Forecast”);
• the Circular and announcements to be issued in terms of the Preference Share Scheme;
• the management representation letter issued to us in terms of the opinion;
• information and assumptions made available by and discussions held with the directors and management
of Astrapak; and
• the terms and conditions of and rationale for the Preference Share Scheme.
Where practical, we have corroborated the reasonability of the information provided to us for the purposes
of our opinion, including publicly available information, whether in writing or obtained in discussion with
management of Astrapak. Where possible, such information has been substantiated by reference to supporting
documentation and other corroborating evidence. Whilst our work has involved an analysis of the financial
information, as provided to us, our engagement does not constitute, nor does it include an audit or review in
accordance with International Standards on Auditing. We have not and we do not assume responsibility or
liability for such information.
Scope and factors considered
In preparing our opinion on the Preference Share Scheme we have:
• Reviewed the Historic Financial Information.
• Reviewed the terms and conditions of and rationale for the Preference Share Scheme.
• Reviewed the Forecast and obtained an understanding of the basis on which the Forecast was prepared.
Checked the arithmetical accuracy of the Forecast and reviewed the assumptions applied in the Forecast
for reasonableness through discussions with management of Astrapak as well as through comparison with
the Historic Financial Information.
• Calculated historical and forecast interest and dividend cover ratios.
• Performed an independent valuation of the Preference Shares. The valuation was performed using a 2-stage
discounted cash flow (“DCF”) model in terms of which a suitable discount rate was applied to the expected
dividends attributable to the Preference Shares for the 3-year period ending 28 February 2020 to which was
added the present value of the terminal value of the Preference Shares calculated by applying the discount
rate to the expected Preference Share dividend for the year ending 28 February 2021.
• Key assumptions applied in performing the valuation were as follows:
– a discount rate of 11%; and
– a prime overdraft rate at 28 February 2020 of 11.008%.
• Other key internal value drivers included working capital and capital expenditure requirements, operating
margins, the well-established nature of the group, earnings history and expected future growth of the
business. External value drivers, including interest rates, forecast gross domestic product growth rates in
South Africa, current and forecast consumer price index rates in South Africa, selected sector data and
prevailing market and industry conditions were also considered in assessing the forecast cash flows and
risk profile of the Company.
• Reviewed the Circular and announcements to be issued in terms of the Preference Share Scheme;
• Reviewed information and assumptions made available by and discussions held with the directors and
management of Astrapak;
• A range of final valuation values attributable to the Preference Shares has been considered. The range has
been calculated based on increasing, and decreasing the discount rate used in the DCF valuation. The
value of a Preference Share taking this into account is R84.90 to R89.16 with a core value of R86.99 used
for purposes of expressing our opinion.
• We have performed a sensitivity analysis on our valuation.
• We performed a reasonability check on the valuation of the Preference Shares by considering the dividend
yields on similar listed instruments.
73
• Considered the Preference Share Scheme Consideration relative to our valuation of the Preference Shares.
• Reviewed the historical volumes and prices of the Preference Shares as traded on the JSE.
• Considered the Preference Share Scheme Consideration relative to the spot and 30-day VWAP of the
Preference Shares at the date of announcement, being 15 December 2016. On that day the Preference
Shares closed at R89.01 and the 30-day VWAP prior to that date was R84.00.
• Considered the irrevocable undertakings received from shareholders representing 30.83% of the
Preference Share voting power to vote in favour of the Preference Share Scheme as well as the letter of
comfort received from Coronation Asset Management Proprietary Limited which holds, on behalf of its
clients, Preference Shares representing 3.23% of the Preference Share voting power.
• Considered the management representation letter obtained in respect of the opinion which confirms
the following:
–– management are not aware of any price sensitive information (as defined in the JSE Listings
Requirements) not already in the public domain which if made public would be reasonably likely to
have a material effect on the price of Astrapak securities; and
–– the Forecast is management’s best estimate of the results of Astrapak for the forecast periods.
Additional disclosure required in accordance with section 114 (3) of the Companies Act
In accordance with section 114(3) of the Companies Act we disclose the following information:
• The prescribed information relevant to the value of the securities affected by the Preference Share Scheme
have been documented in the ‘scope and factors considered’ section above.
• Prior to the implementation of the Preference Share Scheme the Company has 135 131 250 and
1 500 000 ordinary and preference shares respectively in issue (based on information available at the last
practicable date, as defined in the Circular). On implementation of the Scheme the Preference Shares will
be repurchased. Therefore all holders of the Preference Shares will be affected by the Preference Share
Scheme.
• Based on the work performed in the ‘scope and factors considered’ section above, the material effects
of the proposed arrangement on the compensation that Preference Share Scheme Members will receive
in terms of the Preference Share Scheme is that the Preference Shares will be acquired at R100.00 per
share whilst we have valued the Preference Shares at a core value of R86.99 for purposes of expressing
our opinion.
• The Preference Share Scheme Consideration payable for the Preference Shares will be effected out of a
fresh issue of debt as represented by a facility already made available to Astrapak by Nedbank Limited.
• The table below sets out the direct and indirect beneficial holdings of ordinary shares by the board of
directors of the Company (and their associates) as at the last practical date, including any directors who
have resigned during the last 18 months, before the implementation of the Scheme. The directors do not
hold any Preference Shares, either beneficially or non-beneficially.
Director
RI Moore
PC Botha
M Diedloff
Total
Number of
shares held
directly
Number of
shares held
by related
or inter-related
parties
Total
528 690
–
533 385
–
40 440 479
–
528 690
40 440 479
533 385
0.39%
29.93%
0.39%
1 062 075
40 440 479
41 502 554
30.71%^
Percentage of
issued share
capital
(%)
No directors have resigned during the last 18 months.
^
The percentage of issued share capital has been calculated using the total number of shares in issue including the treasury shares.
• The table below sets out the direct and indirect beneficial holdings of ordinary and preference shares by
the board of directors of the Company (and their associates) as at the last practical date, including any
directors who have resigned during the last 18 months, after the implementation of the Scheme.
74
Number of
ordinary shares
held directly
Number of
ordinary shares
held by related
or inter-related
parties
Total
RI Moore
PC Botha
M Diedloff
–
–
–
–
–
–
–
–
–
–%
–%
–%
Total
–
–
–
–%^
Director
Percentage of
issued share
capital
(%)
• In accordance with section 114(3)(g) of the Act, the provisions of sections 115 and 164 of the Act are
attached to the Circular as Annexures 6 and 7 respectively.
• We have provided our report to the independent board of directors of Astrapak who have confirmed that
it will be distributed to all holders of Astrapak securities.
Opinion
Our opinion is based on the economic, regulatory, market and other conditions in effect on, and information
made available to us, at the date of our report. Subsequent developments may affect this opinion which we
are under no obligation to update, review or re-affirm.
The report on the Preference Share Scheme is provided solely for the benefit of the independent board of
directors of Astrapak in connection with and for the purpose of their consideration of the Preference Share
Scheme. It may not be reproduced in any form save with our prior written consent.
In accordance with the Companies Act and Takeover Regulations, based upon and subject to the foregoing,
we are of the opinion, at 30 March 2017 that the Preference Share Scheme is fair and reasonable to the
Preference Share Scheme Members.
An individual shareholder’s decision may be influenced by his or her particular circumstances. This opinion
does not purport to cater for each shareholder’s circumstances and risk profile, but rather the general body
of shareholders taken as a whole. Should a shareholder be in any doubt as to what action to take, he or she
should consult an independent advisor.
Limiting conditions
Our valuation of the Preference Shares has been prepared using DCF methodology and is dependent
on the Forecast. Forecasts in general relate to future events and are based on assumptions that may not
correspond with those future events. Whilst we have reviewed the Forecast and are of the opinion that it
appears reasonable, we cannot express an opinion as to how closely it will correspond to the actual results.
Conclusion
We record that no persons who form part of the staff of Grant Thornton Advisory Services (Pty) Ltd who are
directly or indirectly involved in preparing this fair and reasonable opinion have any interest in:
• the issued share capital of Astrapak; and/or
• the success or failure of the Preference Share Scheme.
The fee payable in connection with this opinion is R190 000 excluding VAT. This fee is not contingent on or
related to the outcome of the Preference Share Scheme.
We further record that Grant Thornton Advisory Services (Pty) Ltd has the necessary competence to act as
the independent expert for purposes of this opinion.
We hereby consent to the inclusion of this letter in its entirety in the Circular.
Yours faithfully
Duncan Church
Director
52 Corlett Drive, Wanderers Office Park
Illovo, 2196”
75
ANNEXURE 3
RESTATED HISTORICAL AUDITED FINANCIAL INFORMATION OF ASTRAPAK FOR
THE YEARS ENDED 29 FEBRUARY 2016, 28 FEBRUARY 2015 AND 28 FEBRUARY 2014
The report of restated historical financial information is the responsibility of the Directors of Astrapak.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 29 February 2016
Audited
February
2016
R’000
Audited
February
2015
R’000
Audited
February
2014
R’000
Non-current assets
886 990
933 932
1 446 435
Property, plant and equipment
Goodwill
Deferred taxation assets
Investments and loans
821 935
61 517
38
3 500
734 314
75 497
69 326
54 795
1 225 125
117 118
46 868
57 324
Current assets
521 555
472 038
819 191
Inventories
Accounts receivable
Taxation receivable
Investments and loans
Cash and cash equivalents
174 614
197 023
2 262
19 599
128 057
130 378
269 069
2 577
–
70 014
289 491
460 211
6 820
–
62 669
Assets classified as held-for-sale
431 962
688 569
32 098
Total assets
1 840 507
2 094 539
2 297 724
EQUITY AND LIABILITIES
Total equity
1 076 644
1 074 575
1 214 748
Equity attributable to ordinary shareholders of the parent
Preference share capital and share premium
Non-controlling interest
874 368
142 590
59 686
867 772
142 590
64 213
1 014 517
142 590
57 641
Non-current liabilities
252 062
343 324
452 721
Long-term interest-bearing debt
Financial liabilities
Deferred taxation liabilities
162 245
–
89 817
170 190
–
173 134
260 901
904
190 916
Current liabilities
349 087
398 168
617 284
Trade and other payables and provisions
Shareholders for preference dividends
Short-term interest-bearing debt
Taxation payable
Bank overdraft
263 143
5 493
76 765
3 297
389
299 693
4 258
91 450
1 637
1 130
464 080
4 022
143 981
4 812
389
Liabilities classified as held-for-sale
162 714
278 472
12 971
1 840 507
2 094 539
2 297 724
ASSETS
Total equity and liabilities
76
77
Total comprehensive income/(loss) for the year
Profit/(loss) for the year
Other comprehensive loss (not to be reclassified to profit and
loss)
29 799
8 611
(594)
20 594
21 188
14 508
6 680
21 567
(14 887)
44 277
12 266
(34 976)
44 289
(12)
301 480
2 128
(104 330)
(154 989)
1 348 370
(1 046 890)
Restated
Audited
2016
R’000
21 188
14 508
21 567
(14 887)
Profit before taxation
Taxation expense
DISCONTINUED OPERATIONS
Profit/(loss) for the year from discontinued operations
44 277
12 266
(34 976)
Profit from operations
Investment income
Finance costs
6 680
44 289
(12)
Profit from operations before impairments
Impairments
Profit/(loss) for the year from continuing operations
301 480
2 128
(104 330)
(154 989)
1 348 370
(1 046 890)
Gross profit
Other income
Distribution and selling costs
Administrative and other operating expenses
Revenue
Cost of sales
Reported
Audited
2016
R’000
RESTATED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 29 February 2016
(127 121)
(4 813)
(122 308)
(111 272)
(11 036)
3 855
(14 891)
24 879
13 372
(34 396)
61 511
(36 632)
292 081
30 131
(99 392)
(161 309)
1 388 606
(1 096 525)
Reported
Audited
2015
R’000
(122 308)
–
(122 308)
(111 272)
(11 036)
3 855
(14 891)
24 879
13 372
(34 396)
61 511
(36 632)
292 081
30 131
(99 392)
(161 309)
1 388 606
(1 096 525)
Restated
Audited
2015
R’000
(73 651)
(14 734)
(58 917)
(64 414)
5 497
11 434
(5 937)
33 623
14 618
(36 807)
41 370
(7 747)
338 755
(27)
(90 521)
(206 837)
1 288 422
(949 667)
Reported
Audited
2014
R’000
(44 958)
13 959
(58 917)
(64 414)
5 497
11 434
(5 937)
33 623
14 618
(36 807)
41 370
(7 747)
338 755
(27)
(90 521)
(206 837)
1 288 422
(949 667)
Restated
Audited
2014
R’000
78
– Continuing operations
– Discontinued operations
Fully diluted loss per ordinary share (cents)
– Continuing operations
– Discontinued operations
Loss per ordinary share (cents)
(14.7)
12.0
(2.7)
(14.7)
12.0
(2.7)
20 594
Total comprehensive profit/(loss) for the year
14 508
(594)
– Profit/(loss) for the year from discontinued operations
– Revaluation of land and buildings (net of tax)
12 718
11 778
(17 804)
(12)
(Loss)/profit for the year from continuing operations before
exceptional items
Exceptional items
Preference shareholders of the parent
Non-controlling interest
(17 816)
(3 902)
– Loss for the year from continuing operations
Attributable to:
Ordinary shareholders of the parent
Reported
Audited
2016
R’000
(14.7)
12.0
(2.7)
(14.7)
12.0
(2.7)
29 799
12 718
11 778
14 508
8 611
(17 804)
(12)
(17 816)
5 303
Restated
Audited
2016
R’000
(22.4)
(91.6)
(114.0)
(22.5)
(91.9)
(114.4)
(127 121)
10 890
5 298
(111 272)
(4 813)
9 408
(36 632)
(27 224)
(143 309)
Reported
Audited
2015
R’000
(22.4)
(91.6)
(114.0)
(22.5)
(91.9)
(114.4)
(122 308)
10 890
5 298
(111 272)
–
9 408
(36 632)
(27 224)
(138 496)
Restated
Audited
2015
R’000
(14.2)
(53.2)
(67.4)
(14.3)
(53.2)
(67.5)
(73 651)
11 362
11 380
(64 414)
(14 734)
(9 498)
(7 747)
(17 245)
(96 393)
Reported
Audited
2014
R’000
(14.2)
(53.2)
(67.4)
(14.3)
(53.2)
(67.5)
(44 958)
11 362
11 380
(64 414)
13 959
(9 498)
(7 747)
(17 245)
(67 700)
Restated
Audited
2014
R’000
RECONCILIATION OF HEADLINE EARNINGS
for the year ended 29 February 2016
Audited
2016
R’000
Audited
2015
R’000
Audited
2014
R’000
(3 308)
(138 496)
(81 659)
– Continuing operations
– Discontinued operations
(17 816)
14 508
(27 224)
(111 272)
(17 245)
(64 414)
Headline loss adjustments
– Reversal of insurance proceeds
– Impairment of property, plant and equipment
– Profit on disposal of property plant and equipment
– Impairment of goodwill
– Profit on disposal of business
– Total tax effect of adjustments
–
1 852
(1 087)
–
(27 663)
13 095
–
38 625
(2 677)
35 248
(15 165)
(4 035)
23 333
40 532
(11 208)
–
–
(10 928)
Headline loss attributable to ordinary shareholders
(17 111)
(86 500)
(39 930)
– Continuing operations
– Discontinued operations
(11 992)
(5 119)
(2 509)
(83 991)
(11 682)
(28 248)
(14.1)
(71.5)
(33.0)
(9.9)
(4.2)
(2.1)
(69.4)
(9.7)
(23.3)
(14.1)
(71.2)
(32.9)
(9.9)
(4.2)
(2.1)
(69.1)
(9.6)
(23.3)
Ordinary shareholders of the parent
Headline loss per ordinary share (cents)
– Continuing operations
– Discontinued operations
Fully diluted headline loss per ordinary share (cents)
– Continuing operations
– Discontinued operations
79
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 29 February 2016
Opening balance
Comprising:
Ordinary share capital and premium
Retained income
Capital reserve
Non-controlling put options
Revaluation reserve
Treasury shares
Audited
2016
R’000
Audited
2015
R’000
Audited
2014
R’000
1 074 575
1 214 748
1 309 914
199 502
664 221
16 640
–
134 856
(147 447)
Equity attributable to ordinary shareholders of the parent
Preference share capital and premium
Non-controlling interest
867 772
142 590
64 213
Movements
Profit/(loss) for the year
Preference dividend
Acquisition of non-controlling interest
Contributions made by non-controlling interest
Adjustment for fair value of put options
Capital gains taxation on disposal of revalued properties
Revaluation reserve
Share-based payment expense for the year
21 188
(12 718)
–
(16 305)
–
–
10 736
(832)
Closing balance
Comprising:
Ordinary share capital and premium
Retained income
Capital reserves
Non-controlling put options
Revaluation reserve
Treasury shares
Equity attributable to ordinary shareholders of the parent
Preference share capital and premium
Non-controlling interest
Total equity
80
1 076 644
199 502
795 090
20 980
(904)
147 296
(147 447)
1 014 517
142 590
57 641
(122 308)
(10 890)
–
1 274
904
–
(4 813)
(4 340)
1 074 575
199 502
875 066
20 523
(5 441)
162 030
(147 447)
1 104 233
142 590
63 091
(58 917)
(11 362)
(36 000)
(2 521)
4 537
(5 319)
13 959
457
1 214 748
199 502
672 243
15 808
–
134 262
(147 447)
199 502
664 221
16 640
–
134 856
(147 447)
199 502
795 090
20 980
(904)
147 296
(147 447)
874 368
142 590
59 686
867 772
142 590
64 213
1 014 517
142 590
57 641
1 076 644
1 074 575
1 214 748
RESTATED CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 29 February 2016
Reported
Audited
2016
R’000
Cash generated from
operations before working
capital changes
Decrease in working capital
Net interest and taxation paid
Restated
Audited
2016
R’000
Reported
Audited
2015
R’000
Restated
Audited
2015
R’000
Reported
Audited
2014
R’000
Restated
Audited
2014
R’000
113 273
12 741
(58 869)
113 273
12 741
(58 869)
37 121
59 041
(50 146)
37 121
59 041
(50 146)
85 511
338 887
(52 635)
85 511
338 887
(52 635)
Net cash inflow from activities
before distributions to
shareholders
Dividend distribution to all
shareholders
67 145
67 145
46 016
46 016
371 763
371 763
(11 483)
(18 983)
(10 654)
(10 654)
(12 381)
(12 381)
Net cash flow from operating
activities
55 662
48 162
35 362
35 362
359 382
359 382
(132 490)
(132 490)
(162 851)
(162 851)
(208 950)
(208 950)
Capital expenditure
Net movement of investments,
loans and non-controlling
interest
Decrease/(increase) in vendor
loan
Acquisition of minority interests
Proceeds on disposal of
businesses and property, plant
and equipment
37 520
–
9 563
–
(42 441)
–
–
–
53 825
–
–
–
8 289
–
–
–
176 564
176 564
152 817
152 817
79 602
79 602
Net cash flow from investing
activities
81 594
97 899
Net cash flow from financing
activities
(78 472)
Net increase in cash and
cash equivalents
(3 920)
(36 000)
(471)
(1 745)
(171 789)
(169 268)
(87 277)
(28 287)
(27 013)
(80 874)
(83 395)
58 784
58 784
6 604
6 604
106 719
106 719
Net cash and cash
equivalents at the beginning
of the year
68 884
68 884
62 280
62 280
(44 439)
(44 439)
Net cash and cash
equivalents at the end of the
year
127 668
127 668
68 884
68 884
62 280
62 280
The full set of audited annual financial statements for the years ended 29 February 2016, 28 February 2015
and 28 February 2014, prior to the restatements detailed in the note below, are available on the Company’s
website, www.astrapak.co.za and at its registered address.
81
1. PROACTIVE MONITORING OF ANNUAL FINANCIAL STATEMENTS
Through the JSE proactive monitoring process the interim financial report for the period ending
31 August 2015 and the financial statements for the year ended 29 February 2016 was reviewed and
the below errors and disclosure deficiencies identified. To the extent that these impact the financial
information provided in this Annexure 3 to the Circular, the necessary restatements have been effected.
The following items have accordingly been restated as required:
1.1 IAS 1.7 – The transfer of the revaluation reserve on the disposal of property was incorrectly
recognised as an item of other comprehensive income in the Statements of Comprehensive
Income. The correct treatment gives effect to a direct transfer of the relevant amount between NonDistributable Reserve and Retained Income classes with equity. There is no impact on the overall
equity attributable to ordinary shareholders as reported and it accordingly remains unchanged;
1.2 IAS 7.34 and IAS 7.43 – The correct classification has been applied in the Statement of Cash Flows
of transactions with non-controlling interest shareholders. The impact hereof is a restatement of
amounts within the Statements of Cash Flow between net cash inflow or outflows from operating,
investing and financing activities. The reported cash position remains unchanged.
1.3 IAS1.87 and IAS 1.97 – Refraining from using the word ‘exceptional’ to describe unusual or
non‑recurring items, choosing rather to use terms that are specific to the nature of the amount and
the materiality of such items; and
1.4 Providing the required disclosures when financial information of prior periods is restated (IAS1.41).
This specific item relates to a depreciation charge of R57.2 million, which should be classified as
cost of sales. Therefore, it was restated from administrative expenses to cost of sales in respect of
the 2015 financial year. The original disclosure of the amount in 2015 as administrative expenses
was incorrect and this was rectified in the 2016 financial reports without the requisite disclosure in
this regard being made.
The impact of these corrections relating to items 1.1 and 1.2 above on the financial information provided
in this Annexure 3 is as follows:
R’000
Item 1.1
Item 1.2
82
2016
2015
2014
9 205
4 813
28 346
9 205
4 813
28 346
Other comprehensive loss
Decrease in other comprehensive loss
Total comprehensive income/(loss)
for the year
Increase in comprehensive income/
(loss) for the year
Impact on cash flows
Net cash flow from operating activities
Previously reported
Adjustment
55 662
(7 500)
–
–
–
Restated
48 162
–
–
Net cash flow from investing activities
Previously reported
Adjustment
81 594
16 305
(471)
(1 274)
(171 789)
2 521
Restated
97 899
(1 745)
(169 268)
Net cash flow from financing activities
Previously reported
Adjustment
(78 472)
(8 805)
(28 287)
1 274
(80 874)
(2 521)
Restated
(87 277)
(27 013)
(83 395)
2. In addition the following disclosure deficiencies or enhancements have been identified to be addressed
in future reporting periods:
2.1 Disclosing the gross and tax effects of any revaluation of property separately in the Statements
of Changes in Equity so that these correspond with the disclosures made in the Statements of
Comprehensive Income;
2.2 Providing additional disclosures in the discontinued operations note so as to enable a clearer
understanding of the manner in which deferred taxation movements relate to continuing and
discontinuing operations;
2.3 Consistently applying the principles of the appropriate standard with regards to equity instruments
such that ‘interest’ is not subsequently recognised for instruments that are classified as equity
instruments (IAS32);
2.4 Providing relevant disclosures where non-controlling interests are material to the reporting entity
(IFRS12).
2.5 Providing more tangible disclosures with regard to the assessment of sensitivities of fair value
disclosures (IFRS 13.93); and
2.6 Disclosing investment income as ‘revenue’ in the holding company (IAS 18.7).
83
ANNEXURE 4
RESTATED INTERIM FINANCIAL RESULTS OF ASTRAPAK FOR THE SIX MONTHS
ENDED 31 AUGUST 2016
RESTATED CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
Reported
Unaudited
2016
R’000
Revenue
Cost of sales
Restated
Unaudited
2016
R’000
Unaudited
2015
R’000
Unaudited
2014
R’000
734 272
(569 619)
734 272
(569 619)
637 644
(493 209)
680 026
(536 731)
164 653
(79 388)
(59 476)
1 777
164 653
(79 388)
(59 476)
1 777
144 435
(73 626)
(52 066)
3 242
143 295
(82 112)
(50 054)
10 976
27 566
–
27 566
–
21 985
–
22 105
(1 747)
Profit from operations
Investment income
Finance costs
27 566
5 298
(19 547)
27 566
5 298
(19 547)
21 985
5 938
(17 283)
20 358
6 474
(16 898)
Profit before taxation
Taxation expense
13 317
(3 447)
13 317
(3 447)
10 640
(4 681)
9 934
(5 583)
9 870
9 870
5 959
4 351
601
601
28 554
(48 385)
10 471
10 471
34 513
(44 034)
–
–
8 278
10 471
34 513
(44 034)
Loss/(profit) attributable to:
Ordinary shareholders of the parent
(6 604)
(4 411)
20 105
(52 319)
– Continuing operations
– Discontinued operations
– Revaluation of and buildings (net of tax)
(5 012)
601
(2 193)
(5 012)
601
–
(8 449)
28 554
–
(3 934)
(48 385)
–
Preference shareholders of the parent
Non-controlling interest
8 028
6 854
8 028
6 854
7 223
7 185
6 005
2 280
Total comprehensive profit/(loss)
for the period
8 278
10 471
34 513
(44 034)
Gross profit
Administrative and other expenses
Distribution and selling costs
Other items of income and expenditure
Profit from operations before impairments
Impairments
Profit/(loss) for the period from
continuing operations
Profit/(loss) for the period from discontinued
operations
Profit/(loss) for the period
Other comprehensive loss
(not to be reclassified to profit or loss)
Total comprehensive profit/(loss)
for the period
(2 193)
–
(Loss)/profit per ordinary share
(3.6)
(3.6)
16.6
(43.2)
– Continuing operations
– Discontinued operations
(4.1)
0.5
(4.1)
0.5
(7.0)
23.6
(3.2)
(40.0)
Fully diluted (loss)/profit
per ordinary share (cents)
(3.6)
(3.6)
16.6
(43.2)
– Continuing operations
– Discontinued operations
(4.1)
0.5
(4.1)
0.5
(7.0)
23.6
(3.2)
(40.0)
84
RECONCILIATION OF HEADLINE EARNINGS
Unaudited
2016
R’000
Unaudited
2015
R’000
Unaudited
2014
R’000
Ordinary shareholders of the parent
(4 411)
20 105
(52 319)
– Continuing operations
– Discontinued operations
(5 012)
601
(8 449)
28 554
(3 934)
(48 385)
Headline profit/(loss) adjustments
– Impairment of property, plant and equipment
– Loss/(profit) on disposal of property, plant and equipment
– Profit on disposal of business
– Total tax effect of adjustments
8 329
5 568
–
(4 015)
–
(3 344)
(32 500)
7 897
15 513
(2 301)
(2 265)
1 281
5 471
(7 842)
(40 091)
(5 630)
11 101
(7 773)
(69)
(1 584)
(38 507)
4.5
(6.5)
(33.1)
(4.7)
9.2
(6.4)
(0.1)
(1.3)
(31.8)
4.5
(6.5)
(33.1)
(4.7)
9.2
(6.4)
(0.1)
(1.3)
(31.8)
Headline profit/(loss) attributable to ordinary
shareholders
– Continuing operations
– Discontinued operations
Headline profit/(loss) per ordinary share (cents)
– Continuing operations
– Discontinued operations
Fully diluted headline profit/(loss)
per ordinary share (cents)
– Continuing operations
– Discontinued operations
85
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
ASSETS
Non-current assets
Property, plant and equipment
Goodwill
Deferred taxation assets
Investments and loans
Current assets
Inventories
Accounts receivable
Taxation receivable
Cash and cash equivalents
Assets classified as held-for-sale
Total assets
EQUITY AND LIABILITIES
Equity
Equity attributable to ordinary shareholders of the parent
Preference share capital and share premium
Non-controlling interest
Total equity
Liabilities
Non-current liabilities
Long-term interest-bearing debt
Long-term financial liabilities
Deferred taxation liabilities
Current liabilities
Trade and other payables
Shareholders for preference dividends
Short-term interest-bearing debt
Taxation payable
Bank overdrafts
Liabilities classified as held-for-sale
Total equity and liabilities
86
Unaudited
August 2016
R’000
Unaudited
August 2015
R’000
Unaudited
August 2014
R’000
782 826
61 517
–
3 500
737 537
69 497
–
53 266
1 183 535
110 776
69 902
56 106
847 843
860 300
1 420 319
215 592
242 303
1 459
108 158
165 986
237 549
3 003
128 966
256 473
451 001
6 788
48 730
567 512
535 504
762 992
402 907
514 306
7 284
1 818 262
1 910 110
2 190 595
870 196
142 590
44 256
887 877
142 590
72 542
958 585
142 590
60 151
1 057 042
1 103 009
1 161 326
150 075
–
77 631
125 049
–
100 718
260 000
904
186 291
227 706
225 767
447 195
338 186
6 943
83 794
2 522
–
298 132
6 211
67 145
–
391
458 373
4 019
114 522
5 160
–
431 445
371 879
582 074
102 069
209 455
–
1 818 262
1 910 110
2 190 595
CONDENSED CONSOLIDATED Statement OF CHANGES IN EQUITY
Opening balance
Comprising:
Ordinary share capital and premium
Retained income
Capital reserve
Non-controlling interest
Revaluation reserve
Treasury shares
Unaudited
August 2016
R’000
Unaudited
August 2015
R’000
Unaudited
August 2014
R’000
1 076 644
1 074 575
1 214 748
199 502
672 243
15 808
–
134 262
(147 447)
199 502
664 221
16 640
–
134 856
(147 447)
Equity attributable to ordinary shareholders of the
parent
Preference share capital and premium
Non-controlling interest
874 368
142 590
59 686
867 772
142 590
64 213
Movements
Profit/(loss) for the period
Preference dividend paid
Net (decrease)/increase in non-controlling interest
Reclassification from revaluation reserve to retained income
Revaluation reserve
Share-based payment expense for the period
10 471
(8 028)
(22 284)
2 700
(2 193)
(268)
Closing balance
Comprising:
Ordinary share capital and share premium
Retained income
Capital reserve
Non-controlling put options
Revaluation reserve
Treasury shares
Equity attributable to ordinary shareholders of the
parent
Preference share capital and share premium
Non-controlling interest
Total equity
1 057 042
34 513
(7 223)
1 144
–
–
–
1 103 009
199 502
795 090
20 980
(904)
147 296
(147 447)
1 014 517
142 590
57 641
(44 034)
(6 005)
931
7 854
(7 854)
(4 314)
1 161 326
199 502
670 532
15 540
–
132 069
(147 447)
199 502
684 326
16 640
–
134 856
(147 447)
199 502
751 326
16 666
(904)
139 442
(147 447)
870 196
142 590
44 256
887 877
142 590
72 542
958 585
142 590
60 151
1 057 042
1 103 009
1 161 326
87
RESTATED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Reported Restated Reported Restated Reported Restated
Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited
2016
2016
2015
2015
2014
2014
R’000
R’000
R’000
R’000
R’000
R’000
Cash generated from
operations before working
capital changes
(Increase)/decrease in
working capital changes
Net interest and taxation paid
Net cash inflow from activities
before distributions to
shareholders
Dividend distribution to all
shareholders
Net cash inflow from
operating activities
Capital expenditure
80 540
80 540
64 485
64 485
34 092
34 092
(22 121)
(29 196)
(22 121)
(29 196)
49 372
(26 634)
49 372
(26 634)
36 521
(30 286)
36 521
(30 286)
29 223
29 223
87 223
87 223
40 327
40 327
(6 578)
(6 578)
(5 272)
(5 272)
(6 008)
(6 008)
22 645
22 645
81 951
81 951
34 319
34 319
(40 924)
(40 924)
(39 963)
(39 963)
(55 482)
(55 482)
–
–
2 674
–
–
1 531
2 148
–
–
1 142
48 796
48 796
Net movement of investments,
subsidiaries and
non‑controlling interest
Decrease in vendor loan
Proceeds on disposal of
property, plant and equipment
39 877
39 877
124 546
124 546
Net cash (outflow)/inflow
from investing activities
(3 731)
(1 047)
87 257
86 114
(4 538)
(5 544)
Net cash outflow from
financing activities
(38 424)
(41 108)
(109 517)
(108 374)
(43 331)
(42 325)
Net (decrease)/increase in
cash and cash equivalents
(19 510)
(19 510)
59 691
59 691
(13 550)
(13 550)
Net cash and cash
equivalents at beginning
of the period
127 668
127 668
68 884
68 884
62 280
62 280
Net cash and cash
equivalents at the
end of the period
108 158
108 158
128 575
128 575
48 730
48 730
(2 684)
–
The full set of unaudited interim financial statements for the six months ended 31 August 2016, 31 August 2015
and 31 August 2014, prior to the restatements detailed in the note below, are available on the Company’s
website, www.astrapak.co.za and at its registered address.
88
1. PROACTIVE MONITORING OF ANNUAL FINANCIAL STATEMENTS
Through the JSE proactive monitoring process the interim financial report for the period ending
31 August 2015 and the financial statements for the year ended 29 February 2016 was reviewed and
the below errors identified. To the extent that these impact the financial information provided in this
Annexures 4 to the Circular, the necessary restatements have been effected.
The following items have accordingly been restated as required:
1.1 IAS 1.7 – The transfer of the revaluation reserve on the disposal of property was incorrectly recognised
as an item of other comprehensive income in the Statements of Comprehensive Income. The correct
treatment gives effect to a direct transfer of the relevant amount between Non‑Distributable Reserve
and Retained Income classes within equity. There is no impact on the overall equity attributable to
ordinary shareholders as reported and it accordingly remains unchanged;
1.2 IAS 7.34 and IAS 7.43 – The correct classification has been applied in the Statement of Cash Flows
of transactions with non-controlling interest shareholders. The impact hereof is a restatement of
amounts within the Statements of Cash Flow between net cash inflow or outflows from investing and
financing activities. The reported cash position remains unchanged.
1.3 IAS1.87 and IAS 1.97 – Refraining from using the word ‘exceptional’ to describe unusual or
non‑recurring items, choosing rather to use terms that are specific to the nature of the amount and
the materiality of such items;
The impact of these corrections on the financial information provided in this Annexure 4 is as follows:
R’000
Item 1.1 Other comprehensive loss
Decrease in other comprehensive loss
Total comprehensive income/(loss)
for the year
Increase in comprehensive income/
(loss) for the year
Item 1.2 Impact on cash flows
Net cash flow from investing activities
Previously reported
Adjustment
2016
2015
2014
2 193
–
–
2 193
–
–
(3 731)
2 684
87 257
(1 143)
(4 538)
(1 006)
(1 047)
(86 114)
(5 544)
Net cash flow from financing activities
Previously reported
Adjustment
(38 424)
(2 684)
(109 517)
1 143
(43 331)
1 006
Restated
(41 108)
(108 374)
(42 325)
Restated
89
ANNEXURE 5
EXCHANGE CONTROL REGULATIONS
The following is a summary of the Exchange Control Regulations. It is intended as a guide only and is not
a comprehensive statement of the Exchange Control Regulations which apply to Scheme Participants.
Scheme Participants who have any queries regarding the Exchange Control Regulations should contact
their own professional advisors without delay.
2.1 Residents of the Common Monetary Area
In the case of:
Scheme Participants holding Certificated Shares whose registered addresses in the Register are
within the Common Monetary Area and whose Documents of Title are not restrictively endorsed
in terms of the Exchange Control Regulations, the Ordinary Share Scheme Consideration will be
posted or transferred to such Scheme Participants by EFT (should this option have been selected
on the form of acceptance, surrender and transfer (orange));
or
Scheme Participants holding Dematerialised Shares whose registered addresses in the Register
are within the Common Monetary Area and whose accounts with their CSDP or Broker have not
been restrictively designated in terms of the Exchange Control Regulations, the Ordinary Share
Scheme Consideration will be credited directly to the accounts nominated for the relevant Scheme
Participants by their duly appointed CSDP or broker in terms of the provision for the custody
agreement with their CSDP or broker.
2.2 Emigrants from the Common Monetary Area
2.2.1 The Ordinary Share Scheme Consideration is not freely transferable from South Africa and
must be dealt with in terms of the Exchange Control Regulations.
2.2.2 The Ordinary Share Scheme Consideration due to a Certificated Scheme Participant who is
an emigrant from South Africa, whose registered address is outside the Common Monetary
Area and whose Documents of Title have been restrictively endorsed under the Exchange
Control Regulations will be deposited in a blocked Rand account with the authorised dealer
in foreign exchange in South Africa controlling the Scheme Participant’s blocked assets in
accordance with his instructions, against delivery of the relevant Documents of Title.
2.2.3 In terms of a recent relaxation to the Exchange Control rulings, emigrants may externalise the
Ordinary Share Scheme Consideration by making application to the Financial Surveillance
Department of the SARB via the requisite authorised dealer channel. Previously, a 10% levy
would have been payable on externalisation. This is, however, no longer the position and
the Ordinary Share Scheme Consideration may, on application, be externalised free of the
levy.
2.2.4 The authorised dealer releasing the relevant Documents of Title in terms of the Scheme must
countersign the form of acceptance, surrender and transfer (orange) thereby indicating
that the Ordinary Share Scheme Consideration will be placed directly in its control.
2.2.5 The attached form of acceptance, surrender and transfer (orange) makes provision for the
details and signature of the authorised dealer concerned to be provided.
2.3 All other non-residents of the Common Monetary Area
2.3.1 The Ordinary Share Scheme Consideration due to a Certificated Scheme Participant who is
a non-resident of South Africa and who has never resided in the Common Monetary Area,
whose registered address is outside the Common Monetary Area and whose Documents
of Title have been restrictively endorsed under the Exchange Control Regulations, will be
deposited with the authorised dealer in foreign exchange in South Africa nominated by
such Scheme Participant. It will be incumbent on the Scheme Participant concerned to
instruct the nominated authorised dealer as to the disposal of the amounts concerned,
against delivery of the relevant Documents of Title.
90
2.3.2 The form of acceptance, surrender and transfer (orange) attached to this Circular makes
provision for the nomination required in terms of the paragraph 2.3.1 above. If the information
regarding the authorised dealer is not given in terms of such paragraph 2.3.1, the Ordinary
Share Scheme Consideration will be held in trust by Astrapak for the Scheme Participants
concerned pending receipt of the necessary information or instruction.
91
ANNEXURE 6
SECTION 115: REQUIRED APPROVAL FOR TRANSACTIONS CONTEMPLATED IN
CHAPTER 5 OF THE COMPANIES ACT
(1) Despite section 65, and any provision of a company’s Memorandum of Incorporation, or any resolution
adopted by its board or holders of its securities, to the contrary, a company may not dispose of, or
give effect to an agreement or series of agreements to dispose of, all or the greater part of its assets or
undertaking, implement an amalgamation or a merger, or implement a scheme of arrangement, unless:
(a) the disposal, amalgamation or merger, or scheme of arrangement –
(i) has been approved in terms of this section; or
(ii) is pursuant to or contemplated in an approved business rescue plan for that company, in terms
of Chapter 6; and
(b) to the extent that Parts B and C of this Chapter and the Takeover Regulations apply to a company
that proposes to –
(i) dispose of all or the greater part of its assets or undertaking;
(ii) amalgamate or merge with another company; or
(iii) implement a scheme of arrangement, the Panel has issued a compliance certificate in respect
of the transaction, in terms of section 119(4)(b), or exempted the transaction in terms of
section 119(6).
(2) A proposed transaction contemplated in subsection (1) must be approved –
(a) by a special resolution adopted by persons entitled to exercise voting rights on such a matter,
at a meeting called for that purpose and at which sufficient persons are present to exercise, in
aggregate, at least 25% of all of the voting rights that are entitled to be exercised on that matter,
or any higher percentage as may be required by the company’s Memorandum of Incorporation, as
contemplated in section 64(2); and
(b) by a special resolution, also adopted in the manner required by paragraph (a), by the shareholders
of the company’s holding company if any, if –
(i) the holding company is a company or an external company;
(ii) the proposed transaction concerns a disposal of all or the greater part of the assets or
undertaking of the subsidiary; and
(iii) having regard to the consolidated financial statements of the holding company, the disposal by
the subsidiary constitutes a disposal of all or the greater part of the assets or undertaking of the
holding company; and
(c) by the court, to the extent required in the circumstances and manner contemplated in subsections
(3) to (6).
(3) Despite a resolution having been adopted as contemplated in subsections (2)(a) and (b), a company
may not proceed to implement that resolution without the approval of a court if –
(a) the resolution was opposed by at least 15% of the voting rights that were exercised on that resolution
and, within five business days after the vote, any person who voted against the resolution requires
the company to seek court approval; or
(b) the court, on an application within 10 business days after the vote by any person who voted against
the resolution, grants that person leave, in terms of subsection (6), to apply to a court for a review of
the transaction in accordance with subsection (7).
92
(4) For the purposes of subsections (2) and (3), any voting rights controlled by an acquiring party, a person
related to an acquiring party, or a person acting in concert with either of them, must not be included in
calculating the percentage of voting rights –
(a) required to be present, or actually present, in determining whether the applicable quorum
requirements are satisfied; or
(b) required to be voted in support of a resolution, or actually voted in support of the resolution.
(4A) In subsection (4), ‘act in concert’ has the meaning set out in section 117(1)(b).
(5) If a resolution requires approval by a court as contemplated in terms of subsection (3)(a), the company
must either –
(a) within 10 business days after the vote, apply to the court for approval, and bear the costs of that
application; or
(b) treat the resolution as a nullity.
(6) On an application contemplated in subsection (3)(b), the court may grant leave only if it is satisfied that
the applicant –
(a) is acting in good faith;
(b) appears prepared and able to sustain the proceedings; and
(c) has alleged facts which, if proved, would support an order in terms of subsection (7).
(7) On reviewing a resolution that is the subject of an application in terms of subsection (5)(a), or after
granting leave in terms of subsection (6), the court may set aside the resolution only if:
(a) the resolution is manifestly unfair to any class of holders of the company’s securities; or
(b) the vote was materially tainted by conflict of interest, inadequate disclosure, failure to comply with the
Act, the Memorandum of Incorporation or any applicable rules of the company, or other significant
and material procedural irregularity.
(8) The holder of any voting rights in a company is entitled to seek relief in terms of section 164 if
that person –
(a) notified the company in advance of the intention to oppose a special resolution contemplated in this
section; and
(b) was present at the meeting and voted against that special resolution.
(9) If a transaction contemplated in this Part has been approved, any person to whom assets are, or an
undertaking is, to be transferred, may apply to a court for an order to effect –
(a) the transfer of the whole or any part of the undertaking, assets and liabilities of a company
contemplated in that transaction;
(b) the allotment and appropriation of any shares or similar interests to be allotted or appropriated as a
consequence of the transaction;
(c) the transfer of shares from one person to another;
(d) the dissolution, without winding-up, of a company, as contemplated in the transaction;
(e) incidental, consequential and supplemental matters that are necessary for the effectiveness and
completion of the transaction; or
(f) any other relief that may be necessary or appropriate to give effect to, and properly implement, the
amalgamation or merger.
93
ANNEXURE 7
SECTION 164: DISSENTING SHAREHOLDERS’ APPRAISAL RIGHTS
(1) This section does not apply in any circumstances relating to a transaction, agreement or offer pursuant
to a business rescue plan that was approved by shareholders of a company, in terms of section 152.
(2) If a company has given notice to shareholders of a meeting to consider adopting a resolution to –
(a) amend its Memorandum of Incorporation by altering the preferences, rights, limitations or other
terms of any class of its shares in any manner materially adverse to the rights or interests of holders
of that class of shares, as contemplated in section 37(8); or
(b) enter into a transaction contemplated in section 112, 113, or 114,
that notice must include a statement informing shareholders of their rights under this section.
(3) At any time before a resolution referred to in subsection (2) is to be voted on, a dissenting shareholder
may give the company a written notice objecting to the resolution.
(4) Within 10 business days after a company has adopted a resolution contemplated in this section, the
company must send a notice that the resolution has been adopted to each shareholder who –
(a) gave the company a written notice of objection in terms of subsection (3); and
(b) has neither:
(i) withdrawn that notice; or
(ii) voted in support of the resolution.
(5) A shareholder may demand that the company pay the shareholder the fair value for all of the shares of
the company held by that person if –
(a) the shareholder –
(i) sent the company a notice of objection, subject to subsection (6); and
(ii) in the case of an amendment to the company’s Memorandum of Incorporation, holds shares of
a class that is materially and adversely affected by the amendment;
(b) the company has adopted the resolution contemplated in subsection (2); and
(c) the shareholder –
(i) voted against that resolution; and
(ii) has complied with all of the procedural requirements of this section.
(6) The requirement of subsection (5)(a)(i) does not apply if the company failed to give notice of the meeting,
or failed to include in that notice a statement of the shareholders rights under this section.
(7) A shareholder who satisfies the requirements of subsection (5) may make a demand contemplated in that
subsection by delivering a written notice to the company within –
(a) 20 business days after receiving a notice under subsection (4); or
(b) if the shareholder does not receive a notice under subsection (4), within 20 business days after
learning that the resolution has been adopted.
(8) A demand delivered in terms of subsections (5) to (7) must also be delivered to the Panel, and
must state –
(a) the shareholder’s name and address;
(b) the number and class of shares in respect of which the shareholder seeks payment; and
(c) a demand for payment of the fair value of those shares.
94
(9) A shareholder who has sent a demand in terms of subsections (5) to (8) has no further rights in respect
of those shares, other than to be paid their fair value, unless –
(a) the shareholder withdraws that demand before the company makes an offer under subsection (11),
or allows an offer made by the company to lapse, as contemplated in subsection (12)(b);
(b) the company fails to make an offer in accordance with subsection (11) and the shareholder withdraws
the demand; or
(c) the company, by a subsequent special resolution, revokes the adopted resolution that gave rise to
the shareholder’s rights under this section.
(10)If any of the events contemplated in subsection (9) occur, all of the shareholder’s rights in respect of the
shares are reinstated without interruption.
(11)Within five business days after the later of –
(a) the day on which the action approved by the resolution is effective;
(b) the last day for the receipt of demands in terms of subsection (7)(a); or
(c) the day the company received a demand as contemplated in subsection (7)(b), if applicable, the
company must send to each shareholder who has sent such a demand a written offer to pay an
amount considered by the company’s directors to be the fair value of the relevant shares, subject to
subsection (16), accompanied by a statement showing how that value was determined.
(12)Every offer made under subsection (11) –
(a) in respect of shares of the same class or series must be on the same terms; and
(b) lapses if it has not been accepted within 30 business days after it was made.
(13)If a shareholder accepts an offer made under subsection (12) –
(a) the shareholder must either in the case of –
(i) shares evidenced by certificates, tender the relevant share certificates to the company or the
company’s transfer agent; or
(ii) uncertificated shares, take the steps required in terms of section 53 to direct the transfer of
those shares to the company or the company’s transfer agent; and
(b) the company must pay that shareholder the agreed amount within 10 business days after the
shareholder accepted the offer and –
(i) tendered the share certificates; or
(ii) directed the transfer to the company of uncertificated shares.
(14)A shareholder who has made a demand in terms of subsections (5) to (8) may apply to a court to
determine a fair value in respect of the shares that were the subject of that demand, and an order
requiring the company to pay the shareholder the fair value so determined, if the company has –
(a) failed to make an offer under subsection (11); or
(b) made an offer that the shareholder considers to be inadequate, and that offer has not lapsed.
(15)On an application to the court under subsection (14) –
(a) all dissenting shareholders who have not accepted an offer from the company as at the date of the
application must be joined as parties and are bound by the decision of the court;
(b) the company must notify each affected dissenting shareholder of the date, place and consequences
of the application and of their right to participate in the court proceedings; and
(c) the court –
(i) may determine whether any other person is a dissenting shareholder who should be joined as
a party;
(ii) must determine a fair value in respect of the shares of all dissenting shareholders, subject to
subsection (16);
95
(iii) in its discretion may –
(aa) appoint one or more appraisers to assist it in determining the fair value in respect of the
shares; or
(bb) allow a reasonable rate of interest on the amount payable to each dissenting shareholder
from the date the action approved by the resolution is effective, until the date of payment;
(iv) may make an appropriate order of costs, having regard to any offer made by the company, and
the final determination of the fair value by the court; and
(v) must make an order requiring –
(aa) the dissenting shareholders to either withdraw their respective demands, or to comply
with subsection (13)(a); and
(bb) the company to pay the fair value in respect of their shares to each dissenting shareholder
who complies with subsection (13)(a), subject to any conditions the court considers
necessary to ensure that the company fulfils its obligations under this section.
(15A) At any time before the court has made an order contemplated in subsection (15)(c)(v), a dissenting
shareholder may accept the offer made by the company in terms of subsection (11), in which case –
(a) that shareholder must comply with the requirements of subsection 13(a); and
(b) the company must comply with the requirements of subsection 13(b);
(16)The fair value in respect of any shares must be determined as at the date on which, and time immediately
before, the company adopted the resolution that gave rise to a shareholder’s rights under this section.
(17)If there are reasonable grounds to believe that compliance by a company with subsection (13)(b), or with
a court order in terms of subsection (15)(c)(v)(bb), would result in the company being unable to pays its
debts as they fall due and payable for the ensuing 12 months –
(a) the company may apply to a court for an order varying the company’s obligations in terms of the
relevant subsection; and
(b) the court may make an order that –
(i) is just and equitable, having regard to the financial circumstances of the company; and
(ii) ensures that the person to whom the company owes money in terms of this section is paid at
the earliest possible date compatible with the company satisfying its other financial obligations
as they fall due and payable.
(18)If the resolution that gave rise to a shareholder’s rights under this section authorised the company to
amalgamate or merge with one or more other companies, such that the company whose shares are the
subject of a demand in terms of this section has ceased to exist, the obligations of that company under
this section are obligations of the successor to that company resulting from the amalgamation or merger.
(19)For greater certainty, the making of a demand, tendering of shares and payment by a company to a
shareholder in terms of this section do not constitute a distribution by the company, or an acquisition of
its shares by the company within the meaning of section 48, and therefore are not subject to –
(a) the provisions of that section; or
(b) the application by the company of the solvency and liquidity test set out in section 4.
(20)Except to the extent –
(a) expressly provided in this section; or
(b) that the Panel rules otherwise in a particular case,
a payment by a company to a shareholder in terms of this section does not obligate any person to make
a comparable offer under section 125 to any other person.
96
ANNEXURE 8
TRADING HISTORY OF ASTRAPAK ORDINARY SHARES
The highest, lowest and closing prices of Astrapak Ordinary Shares on the JSE for each month commencing
on 1 March 2016 and ending on 28 February 2017, and the aggregated monthly volumes, are as follows:
Month ended
31 March 2016
30 April 2016
31 May 2016
30 June 2016
31 July 2016
31 August 2016
30 September 2016
31 October 2016
30 November 2016
31 December 2016
31 January 2017
28 February 2017
High
(cents)
460
450
450
415
410
420
435
435
574
760
750
740
Low
(cents)
360
365
400
385
365
370
369
360
420
485
705
700
Close
(cents)
370
405
410
399
400
400
380
430
565
749
735
730
Volume
831 818
1 061 492
471 646
711 770
1 038 603
974 926
1 236 987
3 445 563
846 685
939 146
2 329 149
848 885
The highest, lowest and closing prices of Astrapak Ordinary Shares on the JSE for the 30-trading days
commencing on 10 February 2017 and ending on 24 March 2017 (being the Last Practicable Date prior to the
finalisation of this Circular), and the daily volumes, are as follows:
Day ended
10 February
13 February
14 February
15 February
16 February
17 February
20 February
21 February
22 February
23 February
24 February
27 February
28 February
1 March
2 March
3 March
6 March
7 March
8 March
9 March
10 March
13 March
14 March
15 March
16 March
17 March
High
(cents)
–
740
730
730
–
730
730
730
–
715
730
730
730
730
730
–
720
720
–
728
–
–
720
725
720
720
Low
(cents)
–
715
729
730
–
730
703
729
–
701
715
710
730
720
730
–
710
720
–
720
–
–
720
720
720
720
Close
(cents)
730
730
730
730
730
730
730
730
730
715
730
730
730
721
730
730
720
720
720
720
720
720
720
720
720
720
Volume
–
159 104
19 812
100 000
–
252
11 800
277 118
18 800
2 000
39 344
62 200
6 695
48 414
30 296
–
42 371
2 325
–
5 967
653
–
539
1 000
250
469
97
Day ended
20 March
22 March
23 March
24 March
Source: JSE limited
98
High
(cents)
–
730
–
740
Low
(cents)
–
710
–
730
Close
(cents)
720
730
730
740
Volume
–
24 822
–
87 004
ANNEXURE 9
TRADING HISTORY OF ASTRAPAK PREFERENCE SHARES
The highest, lowest and closing prices of Astrapak Preference Shares on the JSE for each month commencing
on 1 March 2016 and ending on 28 February 2017, and the aggregated monthly volumes, are as follows:
Month ended
31 March 2016
30 April 2016
31 May 2016
30 June 2016
31 July 2016
31 August 2016
30 September 2016
31 October 2016
30 November 2016
31 December 2016
31 January 2017
28 February 2017
High
(cents)
7 250
7 440
7 440
7 575
7 600
7 550
8 000
8 000
8 490
9 925
9 900
9 900
Low
(cents) Close (cents)
6 500
6 500
7 020
7 250
7 430
7 400
7 450
7 475
7 650
8 300
9 650
9 825
6 500
7 250
7 440
7 250
7 500
7 466
7 450
7 800
8 000
9 925
9 850
9 825
Volume
13 238
62 823
44 166
5 353
92 269
48 318
11 610
8 163
21 904
32 407
34 026
48 524
The highest, lowest and closing prices of Astrapak Preference Shares on the JSE for the 30-trading days
commencing on 10 February 2017 and ending on 24 March 2017 (being the Last Practicable Date prior to the
finalisation of this Circular), and the daily volumes, are as follows:
Day ended
High
(cents)
Low
(cents)
Close
(cents)
Volume
10 February
13 February
14 February
15 February
16 February
17 February
20 February
21 February
22 February
23 February
24 February
27 February
28 February
1 March
2 March
3 March
6 March
7 March
8 March
9 March
10 March
13 March
14 March
15 March
16 March
17 March
9 825
–
9 825
–
9 825
–
9 825
9 825
9 825
–
–
9 825
9 825
–
9 825
–
–
9 825
–
9 850
9 850
9 825
–
–
9 850
–
9 825
–
9 825
–
9 825
–
9 825
9 825
9 825
–
–
9 825
9 825
–
9 825
–
–
9 825
–
9 825
9 800
9 825
–
–
9 850
–
9 825
9 825
9 825
9 825
9 825
9 825
9 825
9 825
9 825
9 825
9 825
9 825
9 825
9 825
9 825
9 825
9 825
9 825
9 825
9 825
9 850
9 825
9 825
9 825
9 850
9 850
306
–
11
–
400
–
811
19 800
674
–
–
946
3 785
–
650
–
–
3
–
5 162
4 560
2 036
–
–
339
–
99
Day ended
20 March
22 March
23 March
24 March
Source: JSE limited
100
High
(cents)
–
–
–
–
Low
(cents)
–
–
–
–
Close
(cents)
9 850
9 850
9 850
9 850
Volume
–
–
–
–
ANNEXURE 10
PRO FORMA FINANCIAL EFFECTS IN RESPECT OF THE UNBUNDLING AND
VOLUNTARY REPURCHASE OF THE PREFERENCE SHARES
The following pro forma financial information has been prepared to illustrate the impact of the Unbundling and
voluntary Repurchase of the Preference Shares on the reported financial information of Astrapak for the six
months ended 31 August 2016, had these transactions occurred on 1 March 2016 for statement of
comprehensive income purposes and as at 31 August 2016 for statement of financial position purposes.
The pro forma financial information has been prepared using accounting policies that comply with IFRS and
that are consistent with those applied in the annual financial statements of Astrapak for the financial year
ended 29 February 2016 and the Revised SAICA Guide on Pro Forma Financial Information and the Listings
Requirements on the JSE.
The pro forma financial information, which is the responsibility of the Astrapak Board, is provided for illustrative
purposes only and, because of its pro forma nature, may not fairly present Astrapak’s actual financial position,
changes in equity, results of operations or cash flow.
The pro forma financial information should be read in conjunction with the Independent Reporting Accountants’
assurance report thereon as set out in Annexure 11 to this Circular.
101
102
Profit/(loss) for the
period
Other comprehensive loss
(not to be reclassified to
profit or loss)
Profit/(loss) for the
period from continuing
operations
Profit/(loss) for the period
from discontinued
operations
–
2 193
(2 193)
–
601
10 471
–
–
–
9 870
13 317
(3 447)
Profit/loss before
taxation
Taxation expense
–
1 777
–
–
–
–
(59 476)
27 566
5 298
(19 547)
–
(79 388)
Profit/loss from
operations
Investment income
Finance costs
–
164 653
Gross profit
Administrative and other
expenses
Distribution and selling
costs
Other items of income and
expenditure
–
–
734 272
(569 619)
Revenue
Cost of sales
Restatement
Reported
per Note 1
as at to Annexure 4
31 August
of this
2016
Circular
R’000
R’000
–
10 471
601
9 870
13 317
(3 447)
27 566
5 298
(19 547)
1 777
(59 476)
(79 388)
164 653
734 272
(569 619)
Restated as
at 31 August
2016
R’000
–
(31 933)
–
(31 933)
(18 765)
(13 168)
(18 765)
–
–
(18 765)
–
–
–
–
–
Subsequent
event –
Disposal
of Denver
property
R’000
2
2
–
(21 462)
601
(22 063)
(5 448)
(16 615)
8 801
5 298
(19 547)
(16 988)
(59 476)
(79 388)
164 653
734 272
(569 619)
Before
unbundling
and voluntary
Repurchase
of the
Preference
Reference
Shares
R’000
–
(6 343)
(3 444)
(2 899)
(2 821)
(78)
(2 821)
–
–
–
–
(2 821)
–
–
Pro forma
adjustments –
Unbundling
R’000
(4)(i)
(4)(ii)
(4)(ii)
Reference
–
(27 805)
(2 843)
(24 962)
(8 269)
(16 693)
5 980
5 298
(19 547)
(16 988)
(59 476)
(82 209)
164 653
734 272
(569 619)
Pro forma
financial
information
after the
Unbundling
before
voluntary
Repurchase
of the
Preference
Shares
R’000
–
(6 824)
–
(6 824)
(9 029)
2 205
(1 154)
–
(7 875)
–
–
(1 154)
–
–
–
Voluntary
Repurchase
of the
Preference
Shares
R’000
(4)(iv)
(6)(iii)
Reference
–
(34 629)
(2 843)
(31 786)
(17 298)
(14 488)
4 826
5 298
(27 422)
(16 988)
(59 476)
(83 363)
164 653
734 272
(569 619)
Pro forma
financial
information
after the
Unbundling
and
voluntary
Repurchase
of the
Preference
Shares
R’000
Set out below is the pro forma consolidated statements of comprehensive income for Astrapak for the six months ended 31 August 2016 reflecting the effects of
the Unbundling and voluntary Repurchase of the Preference Shares:
PRO FORMA STATEMENT COMPREHENSIVE INCOME
103
2 193
(2 193)
8 028
6 854
8 278
Preference shareholders
of the parent
Non-controlling interest
Total comprehensive
profit/(loss) for the
period
–
4.5
(4.7)
9.2
– Continuing operations
– Discontinued operations
–
–
–
–
(4.1)
0.5
– Continuing operations
– Discontinued operations
Headline earnings per
share (cents)
–
(3.6)
Earnings per share
2 193
–
–
–
–
2 193
(5 012)
601
(6 604)
Loss/(profit) attributable
to:
Ordinary shareholders of
the parent
2 193
– Continuing operations
– Discontinued operations
– Revaluation of and
buildings (net of tax)
8 278
Total comprehensive
profit/(loss) for the
period
Restatement
Reported
per Note 1
as at to Annexure 4
31 August
of this
2016
Circular
R’000
R’000
(4.7)
9.2
4.5
(4.1)
0.5
(3.6)
10 471
8 028
6 854
–
(5 012)
601
(4 411)
10 471
Restated as
at 31 August
2016
R’000
–
–
–
(26.4)
–
(26.4)
(31 933)
–
–
–
(31 933)
–
(31 933)
(31 933)
Subsequent
event –
Disposal
of Denver
property
R’000
(4.7)
9.2
4.5
(30.5)
0.5
(30.0)
(21 462)
8 028
6 854
–
(36 945)
601
(36 344)
(21 462)
Before
unbundling
and voluntary
Repurchase
of the
Preference
Reference
Shares
R’000
(1.0)
(11.5)
(12.5)
(0.9)
(2.8)
(3.7)
(6 343)
–
(1 754)
–
(1 145)
(3 444)
(4 589)
(6 343)
Pro forma
adjustments –
Unbundling
R’000
(4)(iii)
(4)(i)
Reference
(5.7)
(2.3)
(8.0)
(31.4)
(2.3)
(33.7)
(27 805)
8 028
5 100
–
(38 090)
(2 843)
(40 933)
(27 805)
Pro forma
financial
information
after the
Unbundling
before
voluntary
Repurchase
of the
Preference
Shares
R’000
1.0
–
1.0
1.0
–
1.0
(6 824)
(8 028)
–
–
1 204
–
1 204
(6 824)
Voluntary
Repurchase
of the
Preference
Shares
R’000
(4)(v)
Reference
(4.7)
(2.3)
(7.0)
(30.4)
(2.3)
(32.7)
(34 629)
–
5 100
–
(36 886)
(2 843)
(39 729)
(34 629)
Pro forma
financial
information
after the
Unbundling
and
voluntary
Repurchase
of the
Preference
Shares
R’000
104
5 471
(5 630)
11 101
Headline profit/(loss) attributable to
ordinary shareholders
– continuing operations
– discontinued operations
9.2
4.5
(4.7)
9.2
– discontinued operations
Fully diluted profit/(loss) per ordinary
share (cents)
– continuing operations
– discontinued operations
121 035
(4.7)
– continuing operations
Weighted average number of shares in
issue (000’s)
4.5
Headline profit/(loss) per ordinary
share (cents)
–
–
–
–
–
–
–
–
–
13 168
18 765
5 568
(4 015)
– Total tax effect of adjustments
–
–
(31 933)
(31 933)
8 329
Headline loss adjustments
– Impairment of property, plant and
equipment
– Loss/(profit) on disposal of property,
plant and equipment
601
(5 012)
– continuing operations
– discontinued operations
(4 411)
R’000
(R’000)
Ordinary shareholders of the parent
Subsequent
event –
Disposal of
Denver
property
Reported
as at
31 August
2016
Reconciliation of headline earnings
Reference
121 035
9.2
(4.7)
4.5
9.2
(4.7)
4.5
11 101
(5 630)
5 471
9 153
24 333
8 329
601
(36 945)
(36 344)
R’000
Before
Unbundling
and
voluntary
Repurchase
of the
Preference
Shares
–
(11.5)
(1.0)
(12.5)
(11.5)
(1.0)
(12.5)
(13 944)
(1 145)
(15 089)
4 083
(6 253)
(8 329)
–
(3 444)
(1 145)
(4 589)
(R’000)
Pro forma
adjustments
– Unbundling
Reference
121 035
(2.3)
(5.7)
(8.0)
(2.3)
(5.7)
(8.0)
(2 843)
(6 775)
(9 618)
13 236
18 080
–
(2 843)
(38 090)
(40 933)
(R’000)
Pro forma
financial
information
after the
Unbundling
before
voluntary
Repurchase
of the
Preference
Shares
–
–
1.0
1.0
–
1.0
1.0
–
1 204
1 204
–
–
–
–
1 204
1 204
R’000
Voluntary
Repurchase
of the
Preference
Shares
Reference
121 035
(2.3)
(4.7)
(7.0)
(2.3)
(4.7)
(7.0)
(2 843)
(5 571)
(8 414)
13 236
18 080
–
(2 843)
(36 886)
(39 729)
R’000
Pro forma
financial
information
after the
Unbundling
and voluntary
Repurchase
of the
Preference
Shares
105
Total equity
EQUITY AND LIABILITIES
Equity
Equity attributable to
ordinary shareholders
of the parent
Preference share capital
and share premium
Non-controlling interest
Total assets
Assets classified
as held-for-sale
Current assets
Inventories
Accounts receivable
Taxation receivable
Cash and cash
equivalents
ASSETS
Non-current assets
Property, plant and
equipment
Goodwill
Investments and loans
86 544
567 512
(19 901)
–
–
142 590
44 256
1 057 042
(19 901)
(21 210)
870 196
1 818 262
(97 970)
86 544
108 158
402 907
–
–
–
(9 784)
847 843
215 592
242 303
1 459
(9 784)
–
–
782 826
61 517
3 500
Reported
as at
31 August 2016
R’000
Subsequent
event
Disposal
of Denver
property
R’000
6(i)
6(i)
Reference
1 037 141
142 590
44 256
850 295
1 797 052
304 937
654 056
194 702
215 592
242 303
1 459
838 059
773 042
61 517
3 500
Before the
Unbundling
and voluntary
Repurchase
of the
Preference
Shares
R’000
(263 982)
–
(4 351)
(259 631)
(369 474)
(304 937)
(4 098)
(3 100)
–
(998)
–
(60 439)
(59 144)
(1 295)
–
Pro forma
adjustments
– Unbundling
R’000
(4)(iii)
(6)(ii)
(6)(ii)
(4)(ii)
(6)(ii)
(6)(ii)
(6)(ii)
Reference
773 159
142 590
39 905
590 664
1 427 578
–
649 958
191 602
215 592
241 305
1 459
777 620
713 898
60 222
3 500
Pro forma
financial
information
after the
Unbundling
before
voluntary
Repurchase
of the
Preference
Shares
R’000
(151 154)
(142 590)
–
(8 564)
(151 154)
–
(151 154)
(151 154)
–
–
-
–
–
–
–
Voluntary
Repurchase
of the
Preference
Shares
R’000
(6)(vii)
(6)(vii)
(6)(iii)
and 7
Reference
622 005
–
39 905
582 100
1 276 424
–
498 804
40 448
215 592
241 305
1 459
777 620
713 898
60 222
3 500
Pro forma
financial
information
after the
Unbundling
and voluntary
Repurchase
of the
Preference
Shares
R’000
PRO FORMA STATEMENT OF FINANCIAL POSITION
Set out below is the pro forma consolidated statements of financial position for Astrapak as at 31 August 2016 reflecting the effects of the Unbundling and
voluntary Repurchase of the Preference Shares:
106
Net asset value per share
(cents)
Tangible net asset value
per share (cents)
Total number of shares
in issue (000’s)
Total weighted average
number of shares
in issue (000’s)
Total equity and liabilities
Liabilities classified
as held-for-sale
Shareholders for preference
dividends
Short-term
interest‑bearing debt
Taxation payable
Current liabilities
Trade and other payables
Liabilities
Non-current liabilities
Long-term interest
bearing debt
Deferred taxation liabilities
15 289
431 445
(16)
(16)
–
–
786
135 131
121 035
(21 210)
837
1 818 262
–
–
15 289
83 794
2 522
102 069
–
6 943
–
(16 598)
227 706
338 186
–
(16 598)
150 075
77 631
Reported
as at
31 August 2016
R’000
Subsequent
event
Disposal
of Denver
property
R’000
6(i)
6(i)
Reference
121 035
135 131
770
820
1 797 052
102 069
446 734
83 794
17 811
6 943
338 186
211 108
150 075
61 033
Before the
Unbundling
and voluntary
Repurchase
of the
Preference
Shares
R’000
–
–
(213)
(215)
(369 474)
(102 069)
(15)
–
–
–
(15)
(3 408)
–
(3 408)
Pro forma
adjustments
– Unbundling
R’000
(6)(ii)
(6)(v)
Reference
121 035
135 131
556
606
1 427 578
–
446 719
83 794
17 811
6 943
338 171
207 700
150 075
57 625
Pro forma
financial
information
after the
Unbundling
before
voluntary
Repurchase
of the
Preference
Shares
R’000
–
–
(125)
(125)
(151 154)
–
–
–
–
–
–
–
–
–
Voluntary
Repurchase
of the
Preference
Shares
R’000
Reference
121 035
135 131
431
481
1 276 424
–
446 719
83 794
17 811
6 943
338 171
207 700
150 075
57 625
Pro forma
financial
information
after the
Unbundling
and voluntary
Repurchase
of the
Preference
Shares
R’000
Notes:
1. The “Reported as at 31 August 2016” column represents extracts of Astrapak’s reported interim results for the six months ended
31August 2016. The “Restated as at 31 August 2016” column in the Pro forma Statement of Comprehensive Income restates
Astrapak’s reported interim results for the six months ended 31 August 2016 having allowed for the correction of the prior year error
as detailed in note 1 in Annexure 4 to this Circular.
2. The subsequent event is represented by the disposal of the Denver Property for a net purchase consideration of R86.544 million after
accounting for R1.456 million in selling related expenses. Although an accounting loss on disposal of R18.765 million is reported, a
significant tax expense of R13.168 million is incurred due to the recoupment of wear and tear allowances previously claimed and the
capital gain on disposal of R38.213 million. The effects of the property disposal is once off in nature.
3. The effects on the basic earnings per share and headline earnings per share are calculated based on the assumption that the
Unbundling and voluntary Repurchase of the Preference Shares was effected on 1 March 2016.
4. The following should be noted in respect of pro forma effects reflected in the statements of comprehensive income. All financial
effects, with the exception of transaction costs, are ongoing:
i.
The income, expenditure and related taxes of the entities to be unbundled and which were previously included in discontinued
operations, were reversed. The remaining expenses relate to operations discontinued or disposed of in prior periods and are
unrelated to the unbundled assets.
ii. Transaction costs in respect of the unbundling of R3.100 million are deemed to be non-tax deductible, once-off in nature and
for the account of Astrapak. A reversal of admin expenses of R0.279 million in respect of costs associated with the unbundled
assets has reduced the number to reflect a net amount of R2.821 million. These costs were taxable and the full tax expense is
reversed accordingly.
iii. Non-controlling interests in reported profits, in as far as they relate to assets to be unbundled, specifically Coralline Investments
Proprietary Limited, has been reversed as the business is part of the unbundled assets.
iv. There is interest received forgone in respect of funds utilised to voluntarily Repurchase the Preference Shares as such repurchase
will be affected out of existing cash resources and proceeds from property disposal transactions already announced.
v. Preference dividends accrued for the six months ended 31 August 2016 are reversed as the Preference Share Scheme, if
implemented, will result in Astrapak voluntarily repurchasing all the Preference Shares and no preference dividends being due
and payable.
5. The effects on net asset value per share and tangible asset per share are calculated based on the assumption that the Unbundling
and voluntary Repurchase of the Preference Shares was effected as at 31 August 2016.
6. The following should be noted in respect of pro forma effects reflected in the statements of financial position:
i.
The Denver Property disposal will generate a net purchase consideration of R86.544 million after accounting for R1.456 million
in selling related expenses. The Non-Distributable Reserve of R74.723 million and deferred tax of R14.018 million related to
the Denver Property disposed has been reversed as a consequence of the disposal. Deferred taxation associated with timing
differences to the value of R2.579 million also reversed as a consequence of the disposal. The normal tax and capital gains
tax associated with the property disposal has been fully provided for. The adjustment to equity consists of the reversal of the
deferred tax of R14.018 million related to the Non-Distributable Reserve and the loss on disposal after tax of R33.920 million.
ii. The relevant assets and liabilities will be unbundled by way of an in specie dividend distribution and no proceeds will be received
as this does not represent a third-party disposal. Retained income has been reduced accordingly to reflect this distribution.
iii. Transaction costs of R1.154 million are deemed to have been cash settled. Transaction costs relate to the purchase of the
Preference Shares. These are once-off in nature.
iv. The minority interest associated with Coralline Investments Proprietary Limited has been reversed as the assets will be unbundled.
v. The Non-Distributable Reserve which relates to the revaluation reserve of properties to be unbundled has been reversed.
vi. The voluntary Repurchase of the Preference Shares will be affected out of a fresh issue of debt as represented by a facility
already made available to Astrapak by Nedbank Limited. This facility will be settled out of cash proceeds from property disposal
transactions already announced and have accordingly been allocated against cash.
vii. The Preference Share Scheme, if implemented will result in Astrapak voluntarily repurchasing all the Preference Shares
(1 500 000 Shares) for a cash consideration of R100.00 per Preference Share. The Preference Shares are reflected on the
statement of financial position at R142.590 million, resulting in a difference of R7.410 million between the value for which the
Shares are being purchased and the value at which they are reflected on the balance sheet. This differential, which represents
issue costs expensed against the preference share capital at the time of initial issue thereof, has accordingly been expensed to
retained earnings.
7. An irrevocable, unconditional bank guarantee in the amount of R150 000 000 (“Preference Share Cash Guarantee”) adjustment.
The sole purpose of the Preference Share Cash Guarantee is to discharge the Preference Share Scheme Consideration.
8. The “Pro forma financial information after the Unbundling and voluntary Repurchase of the Preference Shares” column reflects the
assets and liabilities that would have been acquired by RPC on 31 August 2016 on a pro forma basis had the Proposed Transaction
been implemented at such date.
9. There are no other subsequent events that require disclosure in, or adjustment to the financial information.
107
ANNEXURE 11
INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE
PRO FORMA FINANCIAL INFORMATION
“The Directors
Astrapak Limited
5 Kruger Street
Denver
Johannesburg
2001
Dear Sir(s)/Madam
INDEPENDENT REPORTING ACCOUNTANT’S ASSURANCE REPORT ON THE COMPILATION OF THE
PRO FORMA FINANCIAL INFORMATION INCLUDED IN A CIRCULAR
We have completed our assurance engagement to report on the compilation of pro forma financial information
of Astrapak Limited by the directors. The pro forma financial information, as set out in paragraph 5.10.2 and
Annexure 10 of the circular (“the circular”), to be dated on or about 7 April 2017, consists of the statement
of financial position, the statement of comprehensive income and related notes. The pro forma financial
information has been compiled on the basis of the applicable criteria specified in the JSE Limited (“JSE”)
Listings Requirements.
The pro forma financial information has been compiled by the directors to illustrate the impact of the corporate
action or event, described in paragraph 2 of the circular, on the company’s financial position as at 31 August
2016, and the company’s financial performance for the period then ended, as if the corporate action or event
had taken place at 1 March 2016, being the commencement date of the financial period for the purposes of
the statement of comprehensive income and at 31 August 2016, being the last day of the financial period for
the purposes of the statement of financial position. As part of this process, information about the company’s
financial position and financial performance has been extracted by the directors from the company’s interim
results for the period ended 31 August 2016.
Directors’ Responsibility for the Pro Forma Financial Information
The directors are responsible for compiling the pro forma financial information on the basis of the applicable
criteria specified in the JSE Listings Requirements and described in paragraph 5.10.2 and Annexure 10 of
the circular.
Quality Control
The firm applies International Standard on Quality Control 1 and accordingly maintains a comprehensive
system of quality control including documented policies and procedures regarding compliance with ethical
requirements, professional standards and applicable legal and regulatory requirements.
Independence and other ethical requirements
We have complied with the independence and other ethical requirements of the Independent Regulatory
Board for Auditors Code of Professional Conduct for Registered Auditors (IRBA Code), which is consistent
with Parts A and B of the Code of Ethics for Professional Accountants issued by the International Ethics
Standards Board for Accountants, and is founded on the fundamental principles of integrity, objectivity,
professional competence and due care, confidentiality and professional behaviour.
Reporting Accountant’s Responsibility
Our responsibility is to express an opinion about whether the pro forma financial information has been
compiled, in all material respects, by the directors on the basis specified in the JSE Listings Requirements
based on our procedures performed. We conducted our engagement in accordance with the International
Standard on Assurance Engagements (ISAE) 3420, Assurance Engagements to Report on the Compilation
of Pro Forma Financial Information Included in a Prospectus which is applicable to an engagement of this
108
nature. This standard requires that we comply with ethical requirements and plan and perform our procedures
to obtain reasonable assurance about whether the pro forma financial information has been compiled, in all
material respects, on the basis specified in the JSE Listings Requirements.
For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on
any historical financial information used in compiling the pro forma financial information, nor have we, in the
course of this engagement, performed an audit or review of the financial information used in compiling the
pro forma financial information.
As the purpose of pro forma financial information included in a prospectus is solely to illustrate the impact of a
significant corporate action or event on unadjusted financial information of the entity as if the corporate action
or event had occurred or had been undertaken at an earlier date selected for purposes of the illustration, we
do not provide any assurance that the actual outcome of the event or transaction at 31 August 2016 would
have been as presented.
A reasonable assurance engagement to report on whether the pro forma financial information has been
compiled, in all material respects, on the basis of the applicable criteria involves performing procedures to
assess whether the applicable criteria used in the compilation of the pro forma financial information provides
a reasonable basis for presenting the significant effects directly attributable to the corporate action or event,
and to obtain sufficient appropriate evidence about whether:
• The related pro forma adjustments give appropriate effect to those criteria; and
• The pro forma financial information reflects the proper application of those adjustments to the unadjusted
financial information.
Our procedures selected depend on our judgment, having regard to our understanding of the nature of the
company, the corporate action or event in respect of which the pro forma financial information has been
compiled, and other relevant engagement circumstances.
Our engagement also involves evaluating the overall presentation of the pro forma financial information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Opinion
In our opinion, the pro forma financial information has been compiled, in all material respects, on the basis
of the applicable criteria specified by the JSE Listings Requirements and described in paragraph 10.5.2 and
Annexure 10 of the circular.
Deloitte & Touche
Registered Auditor
Per: Corinne Ringwood
Partner
30 March 2017
1st Floor, The Square
Cape Quarter
27 Somerset Road
Green Point
8005
Western Cape”
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ANNEXURE 12
INFORMATION FOR FOREIGN SHAREHOLDERS RELATING TO THE UNBUNDLING
1. Distributions to Foreign Shareholders
The distribution of Master Plastics Shares to Foreign Shareholders, in terms of the Unbundling, may be
affected by the laws of such Foreign Shareholders’ relevant jurisdiction. Those Foreign Shareholders
should consult their professional advisers as to whether they require any governmental or other consents
or need to observe any other formalities to enable them to take up their rights.
This section sets out the restrictions applicable to Astrapak Ordinary Shareholders who have registered
addresses outside South Africa, who are nationals, citizens or residents of countries other than South
Africa, or who are persons (including, without limitation, custodians, nominees and trustees) who have a
contractual or legal obligation to forward this document to a jurisdiction outside South Africa or who hold
Astrapak Ordinary Shares for the account or benefit of any such Foreign Shareholder.
It is the responsibility of any Foreign Shareholder (including, without limitation, nominees, agents and
trustees for such persons) receiving this Circular and wishing to take up their entitlement to unbundled
Master Plastics Shares to satisfy themselves as to full observance of the applicable laws of any relevant
territory, including obtaining any requisite governmental or other consents, observing any other requisite
formalities and paying any issue, transfer or other taxes due in such territories. Foreign shareholders are
obliged to observe the applicable legal requirements of their relevant jurisdictions.
Receipt of this Circular will not constitute an offer of unbundled Master Plastics Shares (“offer”) in those
jurisdictions in which it would be illegal to make such an offer and, in those circumstances, this Circular
if sent, will be sent for information only and should not be copied or redistributed. No person receiving
a copy of this Circular in any territory, other than South Africa, may treat the same as constituting an
offer to such person unless, in the relevant territory, such an offer could lawfully be made to him without
contravention of any registration or other legal requirements.
Accordingly, persons (including, without limitation, nominees, agents and trustees) receiving a copy of
this Circular should not distribute or send the same to any person in, or citizen or resident of, or otherwise
into any jurisdiction where to do so would or might contravene local securities laws or regulations. Any
person who does distribute this Circular into any such territory (whether under a contractual or legal
obligation or otherwise) should draw the recipient’s attention to the contents of this annexure.
Astrapak reserves the right, but shall not be obliged, to treat as invalid any distribution of Master Plastics
Shares, in terms of the Unbundling, which appears to Astrapak or its agents to have been executed,
effected or dispatched in a manner which may involve a breach of the securities laws or regulations of
any jurisdiction or if Astrapak believes or its agents believe that the same may violate applicable legal or
regulatory requirements.
An “Excluded Foreign Shareholder” includes any foreign Ordinary Shareholder who is unable to receive
any of the Master Plastics Shares to be distributed to him because of the laws of the jurisdiction of that
Ordinary Shareholder, or any foreign Ordinary Shareholder that Astrapak is not permitted to distribute
any of the Master Plastics Shares to because of the laws of the jurisdiction of that Ordinary Shareholder.
The Master Plastics Shares to which Excluded Foreign Shareholders would be entitled in terms of the
Unbundling may be aggregated and disposed of on the JSE exchange by the Transfer Secretaries on
behalf of and for the benefit of Excluded Foreign Shareholders as soon as is reasonably practical after
the implementation of the Unbundling at the best price that can reasonably be obtained at the time of
sale. CSDPs will be responsible for informing the Transfer Secretaries of all Dematerialised Shares held
by them on behalf of such Excluded Foreign Shareholders. The Transfer Secretaries will determine which
certificated Foreign Shareholders are such Excluded Foreign Shareholders.
Excluded Foreign Shareholders will, in respect of their entitlement to the unbundled Master Plastics
Shares, receive the average consideration per unbundled Master Plastics Shares (net of transaction and
currency conversion costs) received by the Transfer Secretaries pursuant to the sale process as set out
in the preceding paragraph. The average consideration per unbundled Master Plastics Shares due to
each Excluded Foreign Shareholder will only be paid once all such unbundled Master Plastics Shares
have been disposed of.
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2. Exchange control
The unbundled Master Plastics Shares are not freely transferable from the Common Monetary Area and
must be dealt with in terms of the Exchange Control Regulations. The following is a summary of the
Exchange Control Regulations, is not comprehensive and is intended as a guide only. In the event that
Ordinary Shareholders have any doubts in respect of their obligations in terms of the Exchange Control
Regulations, they should consult their professional advisers.
2.1 Emigrants from the Common Monetary Area
The unbundled Master Plastics Shares received by the Ordinary Shareholders who are emigrants
from the Common Monetary Area and whose registered address is outside the Common Monetary
Area will:
2.1.1
in the case of Dematerialised Ordinary Shareholders be credited to their blocked share
accounts at the CSDP controlling their blocked portfolios; or
2.1.2
in the case of Certificated Ordinary Shareholders whose Documents of Title have been
restrictively endorsed under the Exchange Control Regulations, be endorsed ‘non-resident’
and will be sent to the authorised dealer in foreign exchange controlling their blocked
assets.
The CSDP or broker will ensure that all requirements of the Exchange Control Regulations are
adhered to in respect of their clients falling into this category of investor, whether Ordinary Shares
are held in Dematerialised or Certificated form.
2.2 All other non-residents of the Common Monetary Area
The unbundled Master Plastics Shares received by the Ordinary Shareholders who are nonresidents of the Common Monetary Area and who have never resided in the Common Monetary
Area and whose registered address is outside the Common Monetary Area will:
2.2.1
in the case of Dematerialised Ordinary Shareholders be credited to their share accounts at
the CSDP controlling their portfolios; or
2.2.2
in the case of a Certificated Ordinary Shareholder whose Documents of Title have been
restrictively endorsed under the Exchange Control Regulations, be deposited with an
authorised dealer in foreign exchange in South Africa nominated by such Ordinary
Shareholder. It will be incumbent on the Ordinary Shareholder concerned to nominate
the authorised dealer and to instruct the nominated authorised dealer as to the disposal
of the relevant Master Plastics Shares. If the information regarding the authorised dealer
is not given, the unbundled Master Plastics Shares will be held in trust for the Ordinary
Shareholder concerned pending the receipt of the necessary information or instruction.
The CSDP or broker will ensure that all requirements of the Exchange Control Regulations are
adhered to in respect of their clients falling into this category of investor, whether Ordinary Shares
are held in Dematerialised or Certificated form.
111
ANNEXURE 13
TAXATION CONSIDERATIONS RELATING TO THE UNBUNDLING
The summary below is a general guide and is not intended to constitute a complete analysis of the taxation
consequences of the unbundling provisions in terms of South African taxation law. It is not intended to be, nor
should it be considered as legal or taxation advice. Astrapak and its advisers cannot be held responsible for
the taxation consequences of the unbundling and therefore, shareholders are advised to consult their own
taxation advisers in this regard.
The Unbundling will constitute a disposal by Astrapak of all of the Master Plastics Shares to the Ordinary
Shareholders. It is the intention that the disposal will be effected utilising the tax concessions provided for in
section 46 of the Income Tax Act.
The concessions provided for in section 46 are outlined below:
1. Disposal of Master Plastics Shares by Astrapak
The distribution of Master Plastics Shares by Astrapak, in terms of the Unbundling, will be disregarded
by Astrapak in determining its taxable income or assessed loss in the tax year that the Unbundling takes
place. On the basis that Astrapak holds the Master Plastics Shares as capital assets, the Unbundling
should not attract CGT.
2. Astrapak Ordinary Shares held as trading stock
Any Shareholder holding Ordinary Shares as trading stock will be deemed to acquire the unbundled
Master Plastics Shares as trading stock. The combined expenditure of such Astrapak Ordinary Shares
and Master Plastics Shares will be the amount originally taken into account by the Shareholder in respect
of those Ordinary Shares, as contemplated in section 11(a), section 22(1), or section 22(2) of the Income
Tax Act.
The original expenditure incurred in respect of the Ordinary Shares will be apportioned between the
Master Plastics Shares and the Ordinary Shares by applying the ratio that the market value of Master
Plastics Shares bears to the sum of the market value of the Master Plastics Shares and the Ordinary
Shares at the end of the day after the Unbundling. Astrapak will advise Ordinary Shareholders of the
specified ratio by way of an announcement to be released on SENS on or about Thursday, 25 May 2017.
This ratio must be used in the determination of any profits or losses derived on any future disposals of
the unbundled Master Plastics Shares or Ordinary Shares.
The expenditure so allocated to the unbundled Master Plastics Shares will reduce the expenditure of the
Ordinary Shares held, thus allocating the expenditure between the Ordinary Shares and the unbundled
Master Plastics Shares.
3. Astrapak Ordinary Shares held as capital assets
Any Shareholder holding Ordinary Shares as capital assets will be deemed to acquire the unbundled
Master Plastics Shares as capital assets. The original expenditure incurred in respect of the Ordinary
Shares, in terms of paragraph 20 of the Eighth Schedule to the Income Tax Act, and (where applicable)
the CGT valuation of the Ordinary Shares, as contemplated in paragraph 29 of the Eighth Schedule to
the Income Tax Act, will be apportioned between the Master Plastics Shares and the Ordinary Shares by
applying the ratio that the market value of Master Plastics Shares bears to the sum of the market values
of the Master Plastics Shares and Ordinary Shares at the end of the day after the Unbundling. Astrapak
will advise Ordinary Shareholders of the specified ratio by way of an announcement to be released on
SENS on or about Thursday, 25 May 2017. This ratio must be used in the determination of the capital
gain or loss derived on any future disposals of the unbundled Master Plastics Shares or Ordinary Shares.
The base cost so allocated to the unbundled Master Plastics Shares will reduce the base cost of the
Ordinary Shares held, thus allocating the base cost between the Ordinary Shares and the unbundled
Master Plastics Shares.
Shareholders will be deemed to have acquired the unbundled Master Plastics Shares on the date on
which the Ordinary Shares were originally acquired.
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4. Securities Transfer Tax
The registration/transfer of the unbundled Master Plastics Shares in the names of the Ordinary Shareholders
will be exempt from the payment of any STT in terms of section 8(1)(a) of the STT Act.
5. Dividends tax and returns of capital
In terms of sections 46(5) and 46(5A) of the Income Tax Act, the distribution of the Master Plastics Shares
must be disregarded for Dividends Tax purposes and must also not be treated as a return of capital for
the purposes of paragraph 76B of the Eighth Schedule to the Income Tax Act.
6. Disqualified persons
The provisions of section 46 of the Income Tax Act will not apply to the Unbundling of the unbundled
Master Plastics Shares to the Ordinary Shareholders if the following disqualified persons, together with any
connected person (who is also a disqualified person) in relation to that Ordinary Shareholder, immediately
after the Unbundling, holds 20% or more of the ordinary issued share capital of Master Plastics, namely
a person who is not a resident, the government, provincial administration or a municipality, a Public
Benefit Organisation (as defined in section 30 of the Income Tax Act), a recreational club (as defined in
section 30A of the Income Tax Act), a company or trust contemplated in section 37A of the Income Tax
Act, a fund contemplated in section 10(1)(d)(i) or (ii) of the Income Tax Act or a person contemplated in
section 10(1)(cA) or (t) of the Income Tax Act.
7. Non-resident Shareholders
Shareholders who are non-resident for tax purposes in South Africa are advised to consult their own
professional tax advisers regarding the tax treatment of the Unbundling in their respective jurisdictions,
having regard to the tax laws in their jurisdiction and any applicable tax treaties between South Africa
and their country of residence.
113
ASTRAPAK LIMITED
Incorporated in the Republic of South Africa
(Registration number 1995/009169/06)
Share code: APK ISIN: ZAE000096962
Share code: APKP ISIN: ZAE000087201
(“Astrapak” or “the Company”)
NOTICE CONVENING THE GENERAL MEETING OF ASTRAPAK SHAREHOLDERS
If you are in any doubt as to what action you should take in respect of the General Meeting of Astrapak
Shareholders and/or the following resolutions, please consult your CSDP, broker, banker, attorney,
accountant or other professional advisor immediately.
All terms used in this Notice convening the General Meeting of Astrapak Shareholders (“Notice convening
the General Meeting”) shall, unless the context otherwise requires or they are otherwise defined herein,
have the meanings attributed to them in the Circular to which this Notice convening the General Meeting
is attached.
A. NOTICE
Notice is hereby given that a General Meeting of Astrapak Shareholders will be held at 10:00 on Friday,
12 May 2017 at Protea Hotel Fire & Ice, situated at Melrose Arch, Sandton, Johannesburg, for the purpose
of considering, and, if deemed fit, passing, with or without modification, the resolutions set out hereafter.
B. WHO MAY ATTEND AND VOTE?
Record Date
The Astrapak Board has determined that, in accordance with the requirements of section 62(3)(a),
read with section 59 of the Companies Act, the record date for the purposes of determining which
Shareholders of the Company are entitled to participate in and vote at General Meeting, is Friday,
5 May 2017. Accordingly, the last day to trade the Company’s securities in order to be recorded in the
Register to vote at the General Meeting will be Tuesday, 2 May 2017.
Attending in person or by proxy
If you hold Dematerialised Shares which are registered in your own-name or if you are the registered
holder of Certificated Shares:
– you may attend the General Meeting in person; or
– alternatively, you may appoint a proxy to represent you at the General Meeting by completing the
attached form of proxy in respect of the General Meeting (pink) in accordance with the instructions
contained therein and returning it to the Transfer Secretaries to be received by no later than 10:00 on
Wednesday, 10 May 2017 (or 48 hours before the resumption of an adjourned General Meeting which
date, if necessary, will be released on SENS), being 48 hours, excluding Saturdays, Sundays and
South African public holidays, before the time of the General Meeting). Alternatively, the form of proxy
in respect of the General Meeting (pink) may be handed to the chairperson of the General Meeting of
Astrapak Shareholders prior to the commencement of the General Meeting and by no later than 10:00
on Friday, 12 May 2017. A proxy need not be a Shareholder of the Company.
114
The attached form of proxy in respect of the General Meeting (pink) is only to be completed by those
Shareholders who:
– hold Astrapak Shares in Certificated form; or
– are recorded on the Uncertificated Securities Register in “own-name” dematerialised form.
If you hold Dematerialised Shares which are not registered in your name:
– and wish to attend the General Meeting, you must obtain the necessary letter of representation from
your CSDP or broker to attend the General Meeting in person or by proxy and vote;
– and do not wish to attend the General Meeting but would like your vote to be recorded at the meeting,
you should contact your CSDP or broker and furnish them with your voting instructions in terms of the
relevant custody agreement entered into between you and your CSDP or broker; and
– you must not complete the attached form of proxy in respect of the General Meeting (pink).
Electronic participation
Shareholders or their proxies may participate in (but not vote at) the General Meeting by way of a
teleconference call and, if they wish to do so:
• must contact the Company Secretary (by email at the address [email protected]), by no later
than 10:00 on Wednesday, 10 May 2017 in order to obtain a pin number and dial-in details for that
conference call;
• will be required to provide reasonably satisfactory identification; and
• will be billed separately by their own telephone service providers for their telephone call to participate
in the General Meeting,
provided that Shareholders and their proxies will not be able to vote telephonically at General Meeting
and will still need to appoint a proxy to vote on their behalf at the General Meeting.
Identification
In terms of section 63(1) of the Companies Act, any person attending or participating in a meeting
of shareholders must present reasonably satisfactory identification and the person presiding at the
meeting must be reasonably satisfied that the right of any person to participate in and vote (whether as
shareholder or as proxy for a shareholder) has been reasonably verified. Accordingly, all Shareholders
will be required to provide reasonably satisfactory identification to the chairperson of the General Meeting
in order to participate in and vote at the General Meeting.
Voting
On a show of hands, every Shareholder who is present in person, by proxy or represented at the General
Meeting shall have one vote (irrespective of the number of Shares held) and on a poll, one vote in respect
of each Share held.
All Shareholders of the Company are entitled to attend and speak at the General Meeting or any
adjournment thereof. All holders of Ordinary Shares will be entitled to vote on each resolution at the
General Meeting or any adjournment thereof.
Holders of Preference Shares shall be entitled to attend and speak at the General Meeting or any
adjournment thereof but shall only be entitled to vote in respect of special resolution number 1.
Note: Shares held by the Company’s trust or share scheme or Subsidiaries will not have their votes taken
into account for Listings Requirements resolution approval purposes.
A Shareholder entitled to attend and vote at the General Meeting is entitled to appoint one or more
proxies (who need not be a Shareholder of the Company) to attend, participate in and vote at the General
Meeting in the place of the Shareholder.
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C. PURPOSE OF THE GENERAL MEETING
The purpose of the General Meeting is to consider, and if deemed fit, pass, with or without modification,
all resolutions set out below.
SPECIAL RESOLUTION NUMBER 1:
APPROVAL OF THE REPURCHASE OF THE PREFERENCE SHARES IN TERMS OF SECTION 48 OF
THE COMPANIES ACT
“Resolved that, in terms of section 48 of the Companies Act, the repurchase by Astrapak of all of the
Preference Shares from Preference Shareholders for a cash consideration of R100.00 per Preference
Share, be and is hereby approved.”
The percentage of voting rights required for special resolution number 1 to be adopted: at least 75% of
the voting rights that are entitled to be exercised on such special resolution.
SPECIAL RESOLUTION NUMBER 2:
APPROVAL OF THE AMENDMENTS TO THE ASOS TRUST TRUST DEED
“Resolved that the trust deed entered into in respect of the ASOS Trust on or about 12 February 2016,
be and is hereby amended by –
(i) inserting the following new clause 6.3 to read as follows:
“The TRUSTEES shall, should the TRUST receive any shares in Master Plastics Limited (Registration
number 2016/323930/06) (“MASTER PLASTICS”) pursuant to the unbundling of the shares in
Master Plastics, by way of a distribution in specie, to the ordinary shareholders of the COMPANY
in terms of section 46(1)(a)(ii) of the Companies Act, 2008 and section 46 of the Income Tax Act,
1962 (“UNBUNDLING”) as contemplated in the circular to the holders of ordinary and preference
shares in the COMPANY, dated 7 April 2017 (“CIRCULAR”), have the power and be obliged to sell
the ordinary shares in MASTER PLASTICS distributed to it pursuant to the UNBUNDLING, back
to MASTER PLASTICS at a repurchase consideration of R0,01 per share in MASTER PLASTICS,
on the business day immediately prior to the implementation of the “Ordinary Share Scheme” or
the “Preference Share Scheme” as defined in the CIRCULAR or if such Schemes do not become
unconditional and are not implemented, on the business day immediately after the UNBUNDLING.”
(ii) numbering the first clause under the heading of clause 26, “26.1” and by inserting the following new
clause 26.2, 26.3, 26.4 and 26.5 to read as follows –
“26.2 Subject to the provisions 26.3 and 26.4, should the COMPANY undertake any distribution
of assets to the ordinary shareholders of the COMPANY (“DISTRIBUTION”), the OPTIONS and/or
OPTION PRICE shall be adjusted by the DIRECTORS in such manner as they deem appropriate with
the objective that such adjustment should give a PARTICIPANT an OPTION to the same proportion
of the CAPITAL and/or as that to which he was entitled prior to the DISTRIBUTION; provided that the
AUDITORS, acting as experts, shall have confirmed in writing that in their opinion such adjustments
are fair and reasonable (“DISTRIBUTION ADJUSTMENTS”).
26.3 Should the UNBUNDLING and the ORDINARY SHARE SCHEME be implemented, the
PARTICIPANTS will receive a cash settlement of an amount equal to 80% of the net asset value of the
underlying assets so UNBUNDLED in the consolidated financial accounts of the GROUP at the time
of the UNBUNDLING (at a date as close as practically possible to the date of the UNBUNDLING) as
part of the ALTERNATIVE COMPENSATION contemplated and defined in 28.2. The ALTERNATIVE
COMPENSATION will be paid in exchange for a waiver by the PARTICIPANTS of their OPTIONS will
result in them not receiving shares in MASTER PLASTICS pursuant to the UNBUNDLING.
26.4 Should the UNBUNDLING be implemented and the ORDINARY SHARE SCHEME not become
unconditional, the DISTRIBUTION ADJUSTMENTS as contemplated in 26.2 shall apply as regards
the UNBUNDLING and the provisions of 26.3 shall not apply.
26.5 For the avoidance of doubt, should the UNBUNDLING and the ORDINARY SHARE SCHEME
not become unconditional, the provisions of 26.3 and 26.4 shall not apply and the status quo, in
accordance with the remainder of the provisions of this TRUST DEED, shall continue to apply to all
PARTICIPANTS and OPTIONS and the provisions of 26.2 shall apply to any future DISTRIBUTIONS
which may be undertaken by the COMPANY.”
116
(iii) numbering the first clause under the heading of clause 28, “28.1” and by inserting the following new
clause 28.2 to read as follows –
“28.2 Should 28.1 not apply and should control of the COMPANY or any company in the GROUP
(which other company is deemed in writing by the COMPANY, for purposes hereof, to be a company
which constitutes a material part of the assets and business of the GROUP) pass to another person
or persons or company as a result of a take-over, reconstruction or amalgamation a PARTICIPANT
shall, subject to the agreement thereto in writing by the TRUSTEES and the COMPANY, be entitled
to waive or abandon his/her OPTIONS and receive alternative compensation from the COMPANY
for such waiver or abandoning of OPTIONS on such terms as may be agreed in writing between the
COMPANY and the PARTICIPANT, including that the waiver or abandoning of OPTIONS may cease
to be of force or effect if the take-over is not implemented (“ALTERNATIVE COMPENSATION”).”
The percentage of voting rights required for special resolution number 2 to be adopted: at least 75% of
the voting rights that are entitled to be exercised on such special resolution.
ORDINARY RESOLUTION NUMBER 1: APPROVAL OF THE ENTRY INTO ALL AND ANY
AGREEMENTS PURSUANT TO SECTION 75(7)(B)(I) OF THE COMPANIES ACT, TO THE
EXTENT REQUIRED
“Resolved that, to the extent necessary as regards disclosures detailed in the addendum to the
Implementation Agreement entered into on 22 March 2017, the Schemes, the Unbundling, the Listing,
the amendments to the ASOS Trust trust deed required to implement the transactions contemplated in
the Circular and all matters ancillary thereto, including without limitation, the entry into by the Company
of the Implementation Agreement, be and are hereby approved and/or ratified pursuant to section 75(7)
(b)(i) of the Companies Act.”
The percentage of voting rights required for the ordinary resolution to be adopted: more than 50% of the
voting rights that are entitled to be exercised on such ordinary resolution.
By order of the Astrapak Board
Salome Ratlhagane
Company Secretary
7 April 2017
Registered office
5 Kruger Street
Denver
Johannesburg, 2001
(PO Box 75769, Gardenview, 2047)
Transfer Secretaries to Astrapak
Computershare Investor Services Proprietary Limited
Rosebank Towers
15 Biermann Avenue
Rosebank, 2196
(PO Box 61051, Marshalltown, 2107)
117
118
PRINTED BY INCE (PTY) LTD
REF. JOB012924
ASTRAPAK LIMITED
Incorporated in the Republic of South Africa
(Registration number 1995/009169/06)
Share code: APK ISIN: ZAE000096962
Share code: APKP ISIN: ZAE000087201
(“Astrapak” or “the Company”)
FORM OF PROXY IN RESPECT OF THE GENERAL MEETING OF ASTRAPAK SHAREHOLDERS
While Preference Shareholders are entitled to attend and speak at the General Meeting of Astrapak Shareholders, either in person or
represented by proxy, Preference Shareholders shall only be entitled to vote in respect of special resolution number 1, either in person or
by proxy, at the General Meeting of Astrapak Shareholders. Accordingly, any aspect of this form of proxy regarding voting on any other
resolution does not apply to the Preference Shareholders. If any Preference Shareholder completes any part of the voting instructions,
those instructions will not apply and will be disregarded.
For use only by Shareholders who:
•
hold Shares in certificated form (“Certificated Shareholders”); or
•
have dematerialised their Shares (“Dematerialised Shareholders”) and are registered with “own‑name” registration,
at the meeting of Shareholders of the Company (“General Meeting”) to be held at 10:00 on Friday, 12 May 2017 at Protea Hotel Fire & Ice, situated
at Melrose Arch, Sandton, Johannesburg.
All terms used in this form of proxy in respect of the General Meeting shall, unless the context otherwise requires or they are otherwise defined herein,
have the meaning attributed to them in the Circular to which this form of proxy in respect of the General Meeting is attached.
Dematerialised Shareholders holding Shares, other than with “own-name” registration, who wish to attend the General Meeting must inform
their CSDP or broker of their intention to attend the General Meeting and request their CSDP or broker to issue them with the relevant letter of
representation to attend the General Meeting in person or by proxy and vote. If they do not wish to attend the General Meeting in person or by
proxy, they must provide their CSDP or broker with their voting instructions in terms of the relevant custody agreement entered into between them
and the CSDP or broker. Such Shareholders must not use this form of proxy in respect of the General Meeting.
Companies and other corporate bodies who are Shareholders having Shares registered in their own names may, instead of completing this form of
proxy in respect of the General Meeting, appoint a duly authorised representative to represent them and exercise all of their rights at the General
Meeting by giving written notice of the appointment of that representative.
Each Shareholder is entitled to appoint one or more proxies (who need not be a Shareholder of the Company) to attend, speak and vote in place
of that Shareholder at the General Meeting.
Please read the notes on the reverse hereof carefully, which, amongst other things, set out the rights of Shareholders in terms of
section 58 of the Companies Act with regard to the appointment of proxies.
I/We
(full name/s in BLOCK LETTERS)
of (address)
Telephone work ( )
Cellphone number
Telephone home ( )
Email address
being the holder of
Ordinary Shares in the capital of the Company, do hereby appoint (see note):
being the holder of
Preference Shares in the capital of the Company, do hereby appoint (see note):
1.
or failing him/her,
2.
or failing him/her,
3. the chairperson of the General Meeting,
as my/our proxy to act for me/us at the General Meeting convened for purposes of considering and, if deemed fit, passing, with or without
modification, the resolutions (“resolutions”) to be proposed thereat and at each adjournment or postponement thereof and to vote for and/or
against the resolutions, and/or to abstain from voting for and/or against the resolutions, in respect of the Shares registered in my/our name in
accordance with the following instructions:
Number of Shares
For
Special Resolution Number 1
Approval of the Repurchase of the Preference Shares in terms of section 48 of the Companies Act
Against
Abstain
Ordinary Shareholder
Preference Shareholder
Special Resolution Number 2
Approval of the amendments to the ASOS Trust trust deed required to implement the transactions
contemplated in the Circular
Ordinary Resolution Number 1
Approval of the entry into all and any agreements pursuant to section 75(7)(b)(i) of the Companies
Act, to the extent required
Insert an “X” in the relevant spaces above according to how you wish your votes to be cast. However, if you wish to cast your votes in respect of
a lesser number of Shares than you own in the Company, insert the number of Shares held in respect of which you desire to vote.
If no directions are given, the proxy holder will be entitled to vote or to abstain from voting, as that proxy holder deems fit.
Signed at
on
2017
Signature
Assisted by (where applicable)
shall be entitled to vote as he or she thinks fit. If, however, the Shareholder
has provided separate written instructions which accompany this form of
proxy in respect of the General Meeting and which indicate how the proxy
should vote or abstain from voting in any of the circumstances referred to
above, then the proxy shall comply with those instructions.
Notes:
1. Summary of rights contained in section 58 of the Companies Act
In terms of section 58 of the Companies Act:
•
a Shareholder may, at any time and in accordance with the
provisions of section 58 of the Companies Act, appoint any
individual (including an individual who is not a Shareholder) as
a proxy to participate in, and speak and vote at, a shareholders’
meeting on behalf of such shareholder;
•
a proxy may delegate his or her authority to act on behalf of a
Shareholder to another person, subject to any restriction set out in
the instrument appointing such proxy;
•
irrespective of the form of instrument used to appoint a proxy,
the appointment of a proxy is suspended at any time and to the
extent that the relevant Shareholder chooses to act directly and
in person in the exercise of any of such Shareholder’s rights as a
Shareholder;
•
any appointment by a Shareholder of a proxy is revocable, unless
the form of instrument used to appoint such proxy states otherwise;
•
any appointment remains valid until the end of the General Meeting
(or any adjournment or postponement thereof), unless it is revoked
in the manner contemplated herein;
•
if an appointment of a proxy is revocable, a Shareholder may revoke
the proxy appointment by: (i) cancelling it in writing, or making a
later inconsistent appointment of a proxy and (ii) delivering a copy
of the revocation instrument to the proxy and to the Company; and
•
a proxy appointed by a Shareholder is entitled to exercise, or
abstain from exercising, any voting right of such Shareholder
without direction, except to the extent that the relevant company’s
memorandum of incorporation, or the instrument appointing the
proxy, provides otherwise (see notes 9 and 11).
2.
The form of proxy in respect of the General Meeting must only be used by
Shareholders who hold shares in certificated form or who are recorded on
the sub-register in electronic form in “own name”.
3.
This form of proxy in respect of the General Meeting will apply to all the
Shares registered in the name of the Shareholder who signs this form
of proxy on the record date of the General Meeting (and all the votes
associated with those shares) unless a lesser number of shares is inserted.
4.
A Shareholder entitled to attend and vote at the General Meeting may
insert the name of a proxy or the names of two alternative proxies of the
Shareholder’s choice in the space provided, with or without deleting “the
chairperson of the General Meeting”. The proxy need not be a Shareholder.
If more than one name is inserted, the person whose name stands first on
the form of proxy in respect of the General Meeting and who is present at
the General Meeting will be entitled to act as proxy to the exclusion of such
proxy(ies) whose names follow. If the name of the proxy is not inserted, the
chairperson of the General Meeting will be appointed as proxy.
5.
6.
7.
8.
The proxy appointed in this form of proxy in respect of the General Meeting
may delegate the authority given to him or her in this form of proxy in respect
of the General Meeting by delivering to the Company, in the manner required
by these instructions, a further form of proxy in respect of the General Meeting
which has been completed in a manner consistent with the authority given to
the proxy in this form of proxy in respect of the General Meeting.
Unless revoked in the manner contemplated in note 12 below, the
appointment of proxy in terms of this form of proxy in respect of the General
Meeting shall remain valid until the end of the General Meeting, even if the
General Meeting or a part thereof is postponed or adjourned, to a date that
is two months after the date on when it was signed. This form of proxy in
respect of the General Meeting shall not be used at the resumption of the
General Meeting (if adjourned), if it could not have been used at the General
Meeting from which the adjournment took place for any reason other than
that it was not lodged timeously for the General Meeting from which the
adjournment took place.
This form of proxy in respect of the General Meeting shall, in addition to the
authority granted under the Companies Act, be deemed to confer the power
generally to act at the General Meeting, subject to the specific direction
as to the manner of voting in this form of proxy in respect of the General
Meeting or on separate written instructions which accompany this form of
proxy in respect of the General Meeting. A proxy is therefore entitled to
exercise, or abstain from exercising, any voting right of the Shareholder
without direction, except to the extent that the voting instructions are
indicated on form of proxy in respect of the General Meeting or on separate
written instructions which accompany this form of proxy in respect of the
General Meeting.
If a Shareholder does not indicate on this form of proxy in respect of the
General Meeting that its proxy is to vote in favour of or against any resolution
or to abstain from voting, or gives contradictory instructions, or should any
further resolution(s) or any amendment(s) which may properly be put before
the General Meeting be proposed, or any resolution listed in the form of
proxy in respect of the General Meeting is modified or amended, such proxy
9.
A Shareholder or the proxy is not obliged to cast all the votes exercisable by
the Shareholder or by the proxy, but the total of the votes cast in respect of
which abstention is recorded may not exceed the total number of the votes
exercisable by the Shareholder or by the proxy.
10. A vote cast or act done in accordance with the terms of this form of proxy
in respect of the General Meeting shall be valid in relation to the General
Meeting, notwithstanding the previous death, insanity or other legal
disability of the person appointing the proxy, or the revocation of the proxy,
or the transfer of the shares in respect of which the proxy is given, unless
notice as to any of the abovementioned matters shall have been received
by the Transfer Secretaries or the chairperson of the General Meeting before
the commencement or resumption of the General Meeting.
11. The completion and lodging of this form of proxy in respect of the General
Meeting will not preclude the relevant Shareholder from attending the
General Meeting and speaking and voting in person thereat to the exclusion
of any proxy appointed in terms hereof, should such Shareholder wish to do
so. Accordingly, the appointment of a proxy in terms hereof is suspended at
any time and to the extent that the Shareholder chooses to act directly and
in person in the exercise of any rights as a Shareholder.
12. A Shareholder may revoke the proxy appointment by (i) cancelling it
in writing, or making a later inconsistent appointment of a proxy, and (ii)
delivering a copy of the revocation instrument to the proxy and to the
Company. The revocation of a proxy appointment constitutes a complete and
final cancellation of the proxy’s authority to act on behalf of the Shareholder
as of the later of (i) the date stated in the revocation instrument, if any, or (ii)
the date on which the revocation instrument was delivered to the Company.
13. Any alteration or correction made to this form of proxy in respect of the
General Meeting, other than the deletion of alternatives, must be initialled
by the signatory(ies).
14. The chairperson of the General Meeting may reject or accept any form
of proxy in respect of the General Meeting which is completed and/or
received, other than in compliance with these notes and instructions or
with the Memorandum of Incorporation of the Company, provided that the
chairperson is satisfied as to the manner in which the Shareholder wishes
to vote.
15. Documentary evidence establishing the authority of a person signing this
form of proxy in respect of the General Meeting in a representative capacity
must be attached to this form of proxy in respect of the General Meeting,
unless previously recorded by the Company or unless this requirement is
waived by the chairperson of the General Meeting.
16. A minor or any other person under legal incapacity must be assisted by his
parent or guardian, as applicable, unless the relevant documents establishing
his capacity are produced or have been registered with the Company.
17. Where there are joint holders of Shares:
•
any one holder may sign this form of proxy in respect of the General
Meeting;
•
the vote(s) of the senior Shareholders (for that purpose, seniority will be
determined by the order in which the names of Shareholders appear in
the Company’s register of Shareholders) who tenders a vote (whether
in person or by proxy) will be accepted to the exclusion of the vote(s)
of the other joint Shareholder(s).
18. Forms of proxy in respect of the General Meeting (pink) must be lodged
with or mailed to Computershare Investor Services Proprietary Limited:
Hand deliveries to:
Postal deliveries to:
Computershare Investor Services
Proprietary Limited
Computershare Investor Services
Proprietary Limited
Rosebank Towers
15 Biermann Avenue
Rosebank, 2196
PO Box 61051
Marshalltown
2107
to be received by no later than 10:00 on Wednesday, 10 May 2017 (or
48 hours (on Business Days only) before the resumption of an adjourned
General Meeting which date, if necessary, will be released on SENS).
Alternatively, the form of proxy in respect of the General Meeting (pink)
may be handed to the chairperson of the General Meeting prior to the
commencement of the General Meeting on Friday, 12 May 2017.
19. If this form of proxy in respect of the General Meeting has been delivered
to the Company, as long as that appointment remains in effect, any notice
that is required by the Companies Act or the Company’s Memorandum of
Incorporation to be delivered by the Company to the Shareholder must be
delivered by the Company to (i) the Shareholder or (ii) the proxy or proxies, if
the Shareholder has directed the Company in writing to do so and paid any
reasonable fee charged by the Company for doing so.
ASTRAPAK LIMITED
Incorporated in the Republic of South Africa
(Registration number 1995/009169/06)
Share code: APK ISIN: ZAE000096962
(“Astrapak” or “the Company”)
NOTICE CONVENING THE ORDINARY SHARE SCHEME MEETING
If you are in any doubt as to what action you should take in respect of the Ordinary Share Scheme
Meeting and/or the following resolutions, please consult your CSDP, broker, banker, attorney, accountant
or other professional advisor immediately.
All terms used in this Notice convening the Ordinary Share Scheme Meeting (“Notice convening the Ordinary
Share Scheme Meeting”) shall, unless the context otherwise requires or they are otherwise defined herein,
have the meanings attributed to them in the Circular to which this Notice convening the Ordinary Share
Scheme Meeting is attached.
Ordinary Shareholders are reminded that:
– an Ordinary Shareholder entitled to attend and vote at the Ordinary Share Scheme Meeting is entitled
to appoint one or more proxies to attend, speak and vote in its stead at the Ordinary Share Scheme
Meeting in the place of that Ordinary Shareholder, and Ordinary Shareholders are referred to the
attached Form of Proxy in respect of the Ordinary Share Scheme Meeting (yellow) in this regard;
– a proxy need not also be an Ordinary Shareholder; and
– in terms of section 63(1) of the Companies Act, any person attending or participating in a meeting of
Ordinary Shareholders must present reasonably satisfactory identification to the chairperson of the
Ordinary Share Scheme Meeting, and the chairperson must be reasonably satisfied that the right of
any person to participate in and vote (whether as Ordinary Shareholder or as proxy for an Ordinary
Shareholder) has been reasonably verified.
A. NOTICE
Notice is hereby given that an Ordinary Share Scheme Meeting, as at the Ordinary Share Scheme Voting
Record Date of Friday, 5 May 2017, will be held at 11:00 (or immediately following the Preference Share
Scheme Meeting, whichever is earlier) on Friday, 12 May 2017 at Protea Hotel Fire & Ice, situated at
Melrose Arch, Sandton, Johannesburg, for the purpose of considering, and, if deemed fit, passing, with
or without modification, the resolutions set out hereafter.
B. WHO MAY ATTEND AND VOTE?
Ordinary Share Scheme Record Date
The Astrapak Board determined that, in accordance with the requirements of section 62(3)(a), read with
section 59 of the Companies Act, the Ordinary Share Scheme Voting Record Date, being the date on
which Ordinary Shareholders who are entitled to attend and vote at the Ordinary Share Scheme Meeting
will be determined, will be Friday, 5 May 2017. Accordingly, the last day to trade Astrapak Ordinary
Shares in order to be recorded in the Register to vote at the Ordinary Share Scheme Meeting will be
Tuesday, 2 May 2017.
Attending in person or by proxy
If you hold Dematerialised Ordinary Shares which are registered in your own-name or if you are the
registered holder of Certificated Ordinary Shares:
– you may attend the Ordinary Share Scheme Meeting in person; or
– alternatively, you may appoint a proxy to represent you at the Ordinary Share Scheme Meeting by
completing the attached Form of Proxy in respect of the Ordinary Share Scheme Meeting (yellow) in
accordance with the instructions contained therein and returning it to the Transfer Secretaries to be
received by not later than 10:00 on Wednesday, 10 May 2017 (or 48 hours before the resumption of
121
an adjourned Ordinary Share Scheme Meeting which date, if necessary, will be released on SENS),
being 48 hours, excluding Saturdays, Sundays and South African public holidays, before the time of
the Ordinary Share Scheme Meeting). Alternatively, the form of proxy in respect of the Ordinary Share
Scheme Meeting (yellow) may be handed to the chairperson of the Ordinary Share Scheme Meeting
prior to the commencement of the Ordinary Share Scheme Meeting and by no later than 10:00 on
Friday, 12 May 2017. A proxy need not be a Shareholder of the Company.
The attached form of proxy in respect of the Ordinary Share Scheme Meeting (yellow) is only to be
completed by those Ordinary Shareholders who:
– hold Astrapak Ordinary Shares in Certificated form; or
– are recorded on the Uncertificated Securities Register in “own-name” dematerialised form.
If you hold Dematerialised Ordinary Shares which are not registered in your name:
– and wish to attend the Ordinary Share Scheme Meeting, you must obtain the necessary letter of
representation from your CSDP or broker to attend the Ordinary Share Scheme Meeting in person or
by proxy and vote;
– and do not wish to attend the Ordinary Share Scheme Meeting but would like your vote to be recorded
at the meeting, you should contact your CSDP or broker and furnish them with your voting instructions
in terms of the relevant custody agreement entered into between you and your CSDP or broker; and
– you must not complete the attached form of proxy in respect of the Ordinary Share Scheme Meeting
(yellow).
Electronic Participation
Ordinary Shareholders or their proxies may participate in (but not vote at) the Ordinary Share Scheme
Meeting by way of a teleconference call and, if they wish to do so:
– must contact the Company Secretary (by email at the address [email protected]), by no later
than 10:00 on Wednesday, 10 May 2017 in order to obtain a pin number and dial-in details for that
conference call;
– will be required to provide reasonably satisfactory identification; and
– will be billed separately by their own telephone service providers for their telephone call to participate
in the Ordinary Share Scheme Meeting,
provided that Ordinary Shareholders and their proxies will not be able to vote telephonically at the
Ordinary Share Scheme Meeting and will still need to appoint a proxy to vote on their behalf at the
Ordinary Share Scheme Meeting.
Identification
In terms of section 63(1) of the Companies Act, any person attending or participating in a meeting of
shareholders must present reasonably satisfactory identification and the person presiding at the meeting
must be reasonably satisfied that the right of any person to participate in and vote (whether as shareholder
or as proxy for a shareholder) has been reasonably verified. Accordingly, all Ordinary Shareholders will
be required to provide reasonably satisfactory identification to the chairperson of the Ordinary Share
Scheme Meeting in order to participate in and vote at the Ordinary Share Scheme Meeting.
Voting
On a show of hands, every Ordinary Shareholder who is present in person, by proxy or represented at
the Ordinary Share Scheme Meeting shall have one vote (irrespective of the number of Ordinary Shares
held) and on a poll, one vote in respect of each Ordinary Share held.
122
C. PURPOSE OF THE ORDINARY SHARE SCHEME MEETING
The purpose of the Ordinary Share Scheme Meeting is to consider, and if deemed fit, pass, with or
without modification, all resolutions set out below.
SPECIAL RESOLUTION:
APPROVAL OF THE ORDINARY SHARE SCHEME IN TERMS OF SECTIONS 114 AND 115 OF THE
COMPANIES ACT
“Resolved that, subject to the passing of:
(i) special resolution number 1 (Approval of the Repurchase of the Preference Shares in terms of section
48 of the Companies Act),
(ii) special resolution number 2 (Approval of the amendments to the ASOS Trust trust deed) required to
implement the transactions contemplated in the Circular issued by the Company on 7 April 2017 in
respect of, inter alia, the Ordinary Share Scheme, and
(iii) ordinary resolution number 1 (Approval of the entry into all and any agreements pursuant to section
75(7)(b)(i) of the Companies Act, to the extent required),
at the General Meeting of Astrapak Shareholders,
(iv) the fulfilment or waiver (as the case may be) of the conditions to implement the Preference Share
Scheme, and
(v) the special resolution to approve the Preference Share Scheme at the Preference Share
Scheme Meeting,
the scheme of arrangement proposed by the Astrapak Board between Astrapak and its Ordinary
Shareholders in terms of section 114(1) of the Companies Act (as more fully described in paragraph 3
of the Circular to which this Notice convening the Ordinary Share Scheme Meeting is attached), which,
if implemented, will result in RPC either itself or through RPC Nominee, acquiring all of the Astrapak
Ordinary Shares, excluding 12 837 424 Treasury Shares and the 1 258 594 Astrapak Ordinary Shares
held by the ASOS Trust, being a total of 121 035 232 Astrapak Ordinary Shares, and excluding the
Astrapak Ordinary Shares of the Ordinary Shareholders of Astrapak who exercise their appraisal rights
in terms of section 164 of the Companies Act and who accept an offer made to them by the Company
in terms of section 164(11) of the Companies Act or who, pursuant to an order of Court, tender their
Astrapak Ordinary Shares to the Company in terms of section 164(15)(v) of the Companies Act, for the
Ordinary Share Scheme Consideration, be and is hereby approved as a special resolution in accordance
with the requirements of section 115(2)(a) of the Companies Act.”
The quorum requirement for the special resolution to be adopted: at least three Ordinary Shareholders
present and sufficient persons being present to exercise, in aggregate, at least 25% of all voting rights
that are entitled to be exercised on such special resolution.
In accordance with section 115(4) of the Companies Act, the voting rights of RPC (if any) are excluded
for purposes of both determining whether the applicable quorum requirements are satisfied and voting
on this resolution.
The percentage of voting rights required for the special resolution to be adopted: at least 75% of the
voting rights that are entitled to be exercised on such special resolution.
ORDINARY RESOLUTION: AUTHORITY GRANTED TO DIRECTORS
“Resolved that each director of Astrapak and be and is hereby individually authorised to sign all such
documents and do all such other things as may be necessary for or incidental to the implementation of
the above special resolution.”
The quorum requirement for the ordinary resolution to be adopted is at least three Ordinary Shareholders
present and sufficient persons being present to exercise, in aggregate, at least 25% of all voting rights
that are entitled to be exercised on the ordinary resolution.
The percentage of voting rights required for the ordinary resolution to be adopted: more than 50% of the
voting rights that are entitled to be exercised on such ordinary resolution.
123
D. APPRAISAL RIGHTS FOR DISSENTING ORDINARY SHAREHOLDERS
In accordance with section 164 of the Companies Act, at any time before the special resolution as set out
in this Notice convening the Ordinary Share Scheme Meeting is voted on, an Ordinary Shareholder may
give the Company a written notice objecting to the special resolution.
Within 10 Business Days after the Company has adopted the special resolution, the Company must send
a notice that the special resolution has been adopted to each Ordinary Shareholder who:
– gave the Company a written notice of objection as contemplated above; and
– has neither withdrawn that notice nor voted in support of the special resolution.
An Ordinary Shareholder may demand that the Company pay the Ordinary Shareholder the fair value for
all of the Ordinary Shares of the Company held by that person if:
– the Ordinary Shareholder has sent the Company a written notice of objection;
– the Company has adopted the special resolution; and
– the Ordinary Shareholder voted against the special resolution and has complied with all of the
procedural requirements of section 164 of the Companies Act.
A copy of section 164 of the Companies Act is set out Annexure 7 to the Circular to which this Notice
convening the Ordinary Share Scheme Meeting is attached. Further detail regarding the process and
consequences of an Ordinary Shareholder exercising its Appraisal Rights are set out in paragraph 3.2.7
of the Circular.
By order of the Astrapak Board
Salome Ratlhagane
Company Secretary
7 April 2017
Registered office
5 Kruger Street
Denver
Johannesburg, 2001
(PO Box 75769, Gardenview, 2047)
Transfer Secretaries to Astrapak
Computershare Investor Services Proprietary Limited
Rosebank Towers
15 Biermann Avenue
Rosebank, 2196
(PO Box 61051, Marshalltown, 2107)
124
ASTRAPAK LIMITED
Incorporated in the Republic of South Africa
(Registration number 1995/009169/06)
Share code: APK ISIN: ZAE000096962
(“Astrapak” or “the Company”)
FORM OF PROXY IN RESPECT OF THE ORDINARY SHARE SCHEME MEETING
For use only by Ordinary Shareholders (other than holders of the Excluded Ordinary Shares) who:
•
hold Ordinary Shares in certificated form (“Certificated Ordinary Shareholders”); or
•
have dematerialised their Ordinary Shares (“Dematerialised Ordinary Shareholders”) and are registered with “own-name” registration,
at the meeting of Ordinary Shareholders of the Company (“Ordinary Share Scheme Meeting”) to be held at 11:00 (or immediately following the
Preference Share Scheme Meeting, whichever is earlier) on Friday, 12 May 2017 at Protea Hotel Fire & Ice, situated at Melrose Arch, Sandton,
Johannesburg.
All terms used in this form of proxy in respect of the Ordinary Share Scheme Meeting shall, unless the context otherwise requires or they are
otherwise defined herein, have the meaning attributed to them in the Circular to which this form of proxy in respect of the Ordinary Share Scheme
Meeting is attached.
Dematerialised Ordinary Shareholders holding ordinary shares, other than with “own-name” registration, who wish to attend the Ordinary Share
Scheme Meeting must inform their CSDP or broker of their intention to attend the Ordinary Share Scheme Meeting and request their CSDP or
broker to issue them with the relevant letter of representation to attend the Ordinary Share Scheme Meeting in person or by proxy and vote. If
they do not wish to attend the Ordinary Share Scheme Meeting in person or by proxy, they must provide their CSDP or broker with their voting
instructions in terms of the relevant custody agreement entered into between them and the CSDP or broker. Such Ordinary Shareholders must
not use this form of proxy in respect of the Ordinary Share Scheme Meeting.
Companies and other corporate bodies who are Ordinary Shareholders having Ordinary Shares registered in their own names may, instead of
completing this form of proxy in respect of the Ordinary Share Scheme Meeting, appoint a duly authorised representative to represent them and
exercise all of their rights at the Ordinary Share Scheme Meeting by giving written notice of the appointment of that representative.
Each Ordinary Shareholder is entitled to appoint one or more proxies (who need not be an Ordinary Shareholder of the Company) to attend, speak
and vote in place of that Ordinary Shareholder at the Ordinary Share Scheme Meeting.
Please read the notes on the reverse hereof carefully, which, amongst other things, set out the rights of Ordinary Shareholders in terms
of section 58 of the Companies Act with regard to the appointment of proxies.
I/We
(full name/s in BLOCK LETTERS)
of (address)
Telephone work ( )
Telephone home ( )
Cellphone number
being the holder of
Email address
Ordinary Shares in the capital of the Company, do hereby appoint (see note):
1.
or failing him/her,
2.
or failing him/her,
3. the chairperson of the Ordinary Share Scheme Meeting,
as my/our proxy to act for me/us at the Ordinary Share Scheme Meeting convened for purposes of considering and, if deemed fit, passing, with
or without modification, the resolutions (“resolutions”) to be proposed thereat and at each adjournment or postponement thereof and to vote for
and/or against the resolutions, and/or to abstain from voting for and/or against the resolutions, in respect of the Shares registered in my/our name
in accordance with the following instructions:
Number of Shares
For
Against
Abstain
Special Resolution
Approval of the Ordinary Share Scheme in accordance with the requirements of sections 114 and
115 of the Companies Act
Ordinary Resolution
Authority granted to directors to take all actions necessary to implement the Special Resolution:
Approval of the Ordinary Share Scheme in accordance with the requirements of sections 114 and
115 of the Companies Act
Insert an “X” in the relevant spaces above according to how you wish your votes to be cast. However, if you wish to cast your votes in respect
of a lesser number of Ordinary Shares than you own in the Company, insert the number of Shares held in respect of which you desire to vote.
If no directions are given, the proxy holder will be entitled to vote or to abstain from voting, as that proxy holder deems fit.
Signed at
Signature
Assisted by (where applicable)
on
2017
shall be entitled to vote as he or she thinks fit. If, however, the Ordinary
Shareholder has provided separate written instructions which accompany
this form of proxy in respect of the Ordinary Share Scheme Meeting and
which indicate how the proxy should vote or abstain from voting in any of
the circumstances referred to above, then the proxy shall comply with those
instructions.
Notes:
1.
Summary of rights contained in section 58 of the Companies Act
In terms of section 58 of the Companies Act:
•
•
a Shareholder may, at any time and in accordance with the
provisions of section 58 of the Companies Act, appoint any
individual (including an individual who is not a Shareholder) as
a proxy to participate in, and speak and vote at, a shareholders’
meeting on behalf of such shareholder;
a proxy may delegate his or her authority to act on behalf of a
Shareholder to another person, subject to any restriction set out in
the instrument appointing such proxy;
•
irrespective of the form of instrument used to appoint a proxy,
the appointment of a proxy is suspended at any time and to the
extent that the relevant Shareholder chooses to act directly and
in person in the exercise of any of such Shareholder’s rights as a
Shareholder;
•
any appointment by a Shareholder of a proxy is revocable, unless
the form of instrument used to appoint such proxy states otherwise;
•
any appointment remains valid until the end of the Ordinary Share
Scheme Meeting (or any adjournment or postponement thereof),
unless it is revoked in the manner contemplated herein;
•
if an appointment of a proxy is revocable, a Shareholder may revoke
the proxy appointment by: (i) cancelling it in writing, or making a
later inconsistent appointment of a proxy and (ii) delivering a copy
of the revocation instrument to the proxy and to the Company; and
•
a proxy appointed by a Shareholder is entitled to exercise, or
abstain from exercising, any voting right of such Shareholder
without direction, except to the extent that the relevant company’s
memorandum of incorporation, or the instrument appointing the
proxy, provides otherwise (see notes 9 and 11).
2.
The form of proxy in respect of the Ordinary Share Scheme Meeting must
only be used by Ordinary Shareholders who hold shares in certificated form
or who are recorded on the sub-register in electronic form in “own name”.
3.
This form of proxy in respect of the Ordinary Share Scheme Meeting will
apply to all the Ordinary Shares registered in the name of the Ordinary
Shareholder who signs this form of proxy on the Ordinary Share Scheme
Voting Record Date (and all the votes associated with those shares) unless
a lesser number of Shares is inserted.
4.
5.
6.
7.
8.
An Ordinary Shareholder entitled to attend and vote at the Ordinary
Share Scheme Meeting may insert the name of a proxy or the names of
two alternative proxies of the Ordinary Shareholder’s choice in the space
provided, with or without deleting “the chairperson of the Ordinary Share
Scheme Meeting”. The proxy need not be an Ordinary Shareholder. If more
than one name is inserted, the person whose name stands first on the
form of proxy in respect of the Ordinary Share Scheme Meeting and who
is present at the Ordinary Share Scheme Meeting will be entitled to act as
proxy to the exclusion of such proxy(ies) whose names follow. If the name
of the proxy is not inserted, the chairperson of the Ordinary Share Scheme
Meeting will be appointed as proxy.
The proxy appointed in this form of proxy in respect of the Ordinary Share
Scheme Meeting may delegate the authority given to him or her in this form
of proxy in respect of the Ordinary Share Scheme Meeting by delivering to
the Company, in the manner required by these instructions, a further form
of proxy in respect of the Ordinary Share Scheme Meeting which has been
completed in a manner consistent with the authority given to the proxy in this
form of proxy in respect of the Ordinary Share Scheme Meeting.
Unless revoked in the manner contemplated in note 12 below, the
appointment of proxy in terms of this form of proxy in respect of the Ordinary
Share Scheme Meeting shall remain valid until the end of the Ordinary Share
Scheme Meeting, even if the Ordinary Share Scheme Meeting or a part
thereof is postponed or adjourned, to a date that is two months after the
date on when it was signed. This form of proxy in respect of the Ordinary
Share Scheme Meeting shall not be used at the resumption of the Ordinary
Share Scheme Meeting (if adjourned), if it could not have been used at the
Ordinary Share Scheme Meeting from which the adjournment took place for
any reason other than that it was not lodged timeously for the Ordinary Share
Scheme Meeting from which the adjournment took place.
This form of proxy in respect of the Ordinary Share Scheme Meeting shall,
in addition to the authority granted under the Companies Act, be deemed
to confer the power generally to act at the Ordinary Share Scheme Meeting,
subject to the specific direction as to the manner of voting in this form of
proxy in respect of the Ordinary Share Scheme Meeting or on separate
written instructions which accompany this form of proxy in respect of the
Ordinary Share Scheme Meeting. A proxy is therefore entitled to exercise, or
abstain from exercising, any voting right of the Ordinary Shareholder without
direction, except to the extent that the voting instructions are indicated
on form of proxy in respect of the Ordinary Share Scheme Meeting or on
separate written instructions which accompany this form of proxy in respect
of the Ordinary Share Scheme Meeting.
If an Ordinary Shareholder does not indicate on this form of proxy in respect
of the Ordinary Share Scheme Meeting that its proxy is to vote in favour of
or against any resolution or to abstain from voting, or gives contradictory
instructions, or should any further resolution(s) or any amendment(s)
which may properly be put before the Ordinary Share Scheme Meeting
be proposed, or any resolution listed in the form of proxy in respect of
the Ordinary Share Scheme Meeting is modified or amended, such proxy
9.
A Shareholder or the proxy is not obliged to cast all the votes exercisable by
the Shareholder or by the proxy, but the total of the votes cast in respect of
which abstention is recorded may not exceed the total number of the votes
exercisable by the Ordinary Shareholder or by the proxy.
10. A vote cast or act done in accordance with the terms of this form of proxy
in respect of the Ordinary Share Scheme Meeting shall be valid in relation
to the Ordinary Share Scheme Meeting, notwithstanding the previous death,
insanity or other legal disability of the person appointing the proxy, or the
revocation of the proxy, or the transfer of the shares in respect of which the
proxy is given, unless notice as to any of the abovementioned matters shall
have been received by the Transfer Secretaries or the chairperson of the
Ordinary Share Scheme Meeting before the commencement or resumption
of the Ordinary Share Scheme Meeting.
11. The completion and lodging of this form of proxy in respect of the Ordinary
Share Scheme Meeting will not preclude the relevant Ordinary Shareholder
from attending the Ordinary Share Scheme Meeting and speaking and
voting in person thereat to the exclusion of any proxy appointed in terms
hereof, should such Ordinary Shareholder wish to do so. Accordingly, the
appointment of a proxy in terms hereof is suspended at any time and to the
extent that the Ordinary Shareholder chooses to act directly and in person
in the exercise of any rights as an Ordinary Shareholder.
12. An Ordinary Shareholder may revoke the proxy appointment by (i)
cancelling it in writing, or making a later inconsistent appointment of a proxy,
and (ii) delivering a copy of the revocation instrument to the proxy and to
the Company. The revocation of a proxy appointment constitutes a complete
and final cancellation of the proxy’s authority to act on behalf of the Ordinary
Shareholder as of the later of (i) the date stated in the revocation instrument,
if any, or (ii) the date on which the revocation instrument was delivered to
the Company.
13. Any alteration or correction made to this form of proxy in respect of the
Ordinary Share Scheme Meeting, other than the deletion of alternatives,
must be initialled by the signatory(ies).
14. The chairperson of the Ordinary Share Scheme Meeting may reject or
accept any form of proxy in respect of the Ordinary Share Scheme Meeting
which is completed and/or received, other than in compliance with these
notes and instructions or with the Memorandum of Incorporation of the
Company, provided that the chairperson is satisfied as to the manner in
which the Ordinary Shareholder wishes to vote.
15. Documentary evidence establishing the authority of a person signing
this form of proxy in respect of the Ordinary Share Scheme Meeting in a
representative capacity must be attached to this form of proxy in respect
of the Ordinary Share Scheme Meeting, unless previously recorded by the
Company or unless this requirement is waived by the chairperson of the
Ordinary Share Scheme Meeting.
16. A minor or any other person under legal incapacity must be assisted by his
parent or guardian, as applicable, unless the relevant documents establishing
his capacity are produced or have been registered with the Company.
17. Where there are joint holders of Shares:
•
any one holder may sign this form of proxy in respect of the Ordinary
Share Scheme Meeting;
•
the vote(s) of the senior Shareholders (for that purpose, seniority will be
determined by the order in which the names of Shareholders appear in
the Company’s register of Shareholders) who tenders a vote (whether
in person or by proxy) will be accepted to the exclusion of the vote(s)
of the other joint Shareholder(s).
18. Forms of proxy in respect of the Ordinary Share Scheme Meeting
(yellow) must be lodged with or mailed to Computershare Investor
Services Proprietary Limited:
Hand deliveries to:
Postal deliveries to:
Computershare Investor Services
Proprietary Limited
Computershare Investor Services
Proprietary Limited
Rosebank Towers
15 Biermann Avenue
Rosebank, 2196
PO Box 61051
Marshalltown
2107
to be received by no later than 10:00 on Wednesday, 10 May 2017 (or
48 hours (on Business Days only) before the resumption of an adjourned
Ordinary Share Scheme Meeting which date, if necessary, will be released
on SENS). Alternatively, the form of proxy in respect of the Ordinary Share
Scheme Meeting (yellow) may be handed to the chairperson of the Ordinary
Share Scheme Meeting prior to the commencement of the Ordinary Share
Scheme Meeting and by no later than 10:00 on Friday, 12 May 2017.
19. If this form of proxy in respect of the Ordinary Share Scheme Meeting has
been delivered to the Company, as long as that appointment remains in
effect, any notice that is required by the Companies Act or the Company’s
Memorandum of Incorporation to be delivered by the Company to the
Shareholder must be delivered by the Company to (i) the Shareholder or (ii)
the proxy or proxies, if the Shareholder has directed the Company in writing
to do so and paid any reasonable fee charged by the Company for doing so.
ASTRAPAK LIMITED
Incorporated in the Republic of South Africa
(Registration number 1995/009169/06)
Share code: APK ISIN: ZAE000096962
(“Astrapak” or “the Company”)
FORM OF SURRENDER AND TRANSFER IN RESPECT OF THE ORDINARY SHARE SCHEME
(“FORM”)
Important notes concerning this Form:
– This Form is only for use in respect of the scheme of arrangement proposed by the Astrapak Board between
Astrapak and its Ordinary Shareholders (“the Ordinary Share Scheme”) in accordance with the requirements
of section 114(1) of the Companies Act, 2008 (Act 71 of 2008), as amended (“Companies Act”).
– Full details of the Ordinary Share Scheme are contained in the Circular to Shareholders of Astrapak, dated
7 April 2017 (“Circular”), to which this Form is attached and forms part. Accordingly, all terms used in this
Form shall, unless the context otherwise requires or they are otherwise defined herein, have the meanings
attributed to them in the Circular.
– This Form is attached for use by Certificated Astrapak Ordinary Shareholders who, as set out
in paragraph 3.2 of the section of the Circular entitled ‘Action Required by Astrapak Ordinary
Shareholders’, if the Ordinary Share Scheme becomes operative, will be required to surrender their
Documents of Title in respect of all their Astrapak Ordinary Shares in order to claim the Ordinary
Share Scheme Consideration payable to them.
– HOLDERS OF DEMATERIALISED ORDINARY SHARES MUST NOT COMPLETE THIS FORM.
INSTRUCTIONS:
1. The surrender of Documents of Title is for use only by Ordinary Share Scheme Participants who are
Certificated Ordinary Shareholders.
2. A separate Form is required for each Certificated Ordinary Share Scheme Participant.
3. Part A must be completed by all Ordinary Share Scheme Participants who return this Form.
4. Part B must be completed by all Ordinary Share Scheme Participants who are emigrants from South
Africa, the Republic of Namibia and the Kingdoms of Lesotho and Swaziland (collectively “the Common
Monetary Area”).
5. If this Form is returned with the relevant Documents of Title to Astrapak Ordinary Shares, it will be treated as
a conditional surrender which is made subject to the Ordinary Share Scheme becoming operative. In the
event of the Ordinary Share Scheme not becoming operative for any reason whatsoever, Computershare
Investor Services Proprietary Limited will, by no later than five Business Days after the date upon which
it becomes known that the Ordinary Share Scheme will not be operative, return the Documents of Title
to the Ordinary Shareholders concerned, by registered post, at the risk of such Ordinary Shareholders.
6. Persons who have acquired Ordinary Shares in Astrapak after the date of the issue of the Circular to
which this Form is attached, may obtain copies of the Form and the Circular from Computershare Investor
Services Proprietary Limited, Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196 (PO Box 61763,
Marshalltown, 2107).
7. The Ordinary Share Scheme Consideration will not be sent to Certificated Ordinary Share Scheme
Participants unless and until Documents of Title in respect of the relevant Ordinary Scheme Shares have
been surrendered to Computershare Investor Services Proprietary Limited.
To: Computershare Investor Services Proprietary Limited
Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196
(PO Box 61763, Marshalltown, 2107)
Dear Sirs
PART A: TO BE COMPLETED BY ALL ORDINARY SHARE SCHEME PARTICIPANTS WHO RETURN
THIS FORM.
I/We, the undersigned Ordinary Share Scheme Participant, hereby surrender the Astrapak share certificate/s
and/or other Documents of Title attached hereto, representing ordinary shares with a par value of R0.001 each,
registered in the name of the person mentioned below and authorise the Transfer Secretaries, conditional
upon the Ordinary Share Scheme becoming operative, to register the transfer of such Astrapak Ordinary
Shares into the name of RPC Group Limited or its nominee(s) as follows:
Name of Ordinary Shareholder
Number of Astrapak Ordinary
Shares covered by each
certificate(s) enclosed
Certificate number(s)
Total
Surname or Name of corporate body:
First name(s) in full
Title (Mr, Mrs, Miss, Ms, etc)
Address to which the Ordinary Share Scheme Consideration should be sent (if different from registered address)
Postal code
Note:
Name and address of agent lodging this Form
(if any)
Signature of Astrapak Ordinary Shareholders
Assisted by me (if applicable)
(State full name and capacity)
Date
2017
Telephone number (Home) ( )
Telephone number (Work) ( )
Cellphone number
PART B: TO BE COMPLETED BY EMIGRANTS OF THE COMMON MONETARY AREA.
Nominated authorised dealer in the case of an Ordinary Share Scheme Participant who is an emigrant from
the Common Monetary Area (see note 3 below). NB: PART A must also be completed.
Name of dealer
Address
Account number
PART C: BANK ACCOUNT DETAILS OF ASTRAPAK ORDINARY SHAREHOLDERS.
To be completed in BLOCK CAPITALS by Astrapak Ordinary Shareholders wishing to receive payment of
the Ordinary Share Ordinary Share Scheme Consideration by means of EFT.
I/We, being a holder/s of Astrapak Ordinary Shares hereby request that the Ordinary Share Scheme
Consideration be electronically deposited into my/our bank account, the details of which are as follows:
Name of account holder (no third party accounts):
Bank name:
Branch name:
Branch code:
Account number:
Signature of Ordinary Shareholder:
Assisted by me (if applicable):
(State full name and capacity):
Date:
Tel (Home) ( )
Tel (Work) ( )
Cell phone
In terms of FICA, Computershare Investor Services Proprietary Limited will only be able to record the bank
details if certified true copies of the Ordinary Shareholder’s identity document and bank statement are
submitted with this Form.
PART D: TO BE COMPLETED IN BLOCK CAPITALS BY ASTRAPAK ORDINARY SHAREHOLDERS
WHO ARE EMIGRANTS FROM THE COMMON MONETARY AREA (“EMIGRANTS”) AND
NON‑RESIDENTS OF THE COMMON MONETARY AREA (SEE NOTES 3 AND 4 BELOW).
The Ordinary Share Scheme Consideration will be forwarded to the authorised dealer in foreign exchange
in South Africa controlling the emigrant’s blocked assets in terms of the Exchange Control Regulations as
nominated below for its control and credited to the emigrant’s blocked assets account. Accordingly, Astrapak
Ordinary Shareholder emigrants must provide the following information:
Name of authorised dealer:
Account number:
Address:
Signature of authorised dealer:
If emigrants make no nomination above, the Company Secretary will hold the consideration in trust for
the benefit of the emigrants concerned until lawfully claimed by such Ordinary Share Scheme Participant
for a maximum period of five years, after which such funds shall be made over to the Guardian’s Fund.
Non-residents: Must complete Part D if they wish the Ordinary Share Scheme Consideration to be paid
to an authorised dealer in South Africa.
Notes and instructions:
1. Applications under this Form are irrevocable and may not be withdrawn once submitted.
2. Ordinary Share Scheme Participants should consult their professional advisors in case of doubt as to the correct completion of this Form.
3. Emigrants from the Common Monetary Area must complete Part B.
4. All other non-residents of the Common Monetary Area must complete Part D if they wish the Ordinary Share Scheme Consideration
to be paid to an authorised dealer in South Africa.
5. If Part B is not properly completed by emigrants, the Ordinary Share Scheme Consideration will be held in trust by the Company
Secretary pending receipt of the necessary nomination or instruction. No interest will be paid on the amount so held in trust.
6. No receipts will be issued for documents lodged unless specifically requested. In compliance with the requirements of the JSE
Limited (“JSE”), lodging agents are requested to prepare special transaction receipts, if required. Signatories may be called upon
for evidence of their authority or capacity to sign this Form.
7. Persons who are emigrants from the Common Monetary Area should nominate the authorised dealer in foreign exchange in
South Africa which has control of their blocked assets in Part B of this Form. Failing such nomination, the Ordinary Share Scheme
Consideration due to such Ordinary Share Scheme Participants in accordance with the provisions of the Ordinary Share Scheme will
be held by Astrapak, pending instructions from the Ordinary Share Scheme Participants concerned.
8. Any alteration to this Form must be signed in full and not initialled.
9. If this Form is signed under a power of attorney, then such power of attorney, or a notarially certified copy thereof, must be sent with
this Form for noting (unless it has already been noted by Astrapak or the Transfer Secretaries). This does not apply in the event of
this Form bearing a JSE broker’s stamp.
10. Where the Ordinary Share Scheme Participant is a company or a close corporation, unless it has already been registered with
Astrapak or the Transfer Secretaries, a certified copy of the directors’ or members’ resolution authorising the signing of this Form
must be submitted if so requested by Astrapak.
11. If this Form is not signed by the Ordinary Share Scheme Participant, the Ordinary Share Scheme Participant will be deemed to have
irrevocably appointed the Transfer Secretaries to implement the Ordinary Share Scheme Participant’s obligations under the Ordinary
Share Scheme on his or her behalf.
12. Where there are any joint holders of any Ordinary Scheme Shares, only that holder whose name stands first in the Register in respect
of such Ordinary Shares need sign this Form.
13. A minor must be assisted by his or her parent or guardian, unless the relevant documents establishing his or her legal capacity are
produced or have been registered by the Transfer Secretaries.
14. Should you surrender your Documents of Title in anticipation of the Ordinary Share Scheme becoming operative and the Ordinary
Share Scheme then does not become operative, the Transfer Secretaries shall, within five Business Days of either the date upon
which it becomes known that the Scheme will not be implemented or on receipt by the Transfer Secretaries of the relevant Documents
of Title, whichever is the later, return the Documents of Title to you by post at your risk.
ASTRAPAK LIMITED
Incorporated in the Republic of South Africa
(Registration number 1995/009169/06)
Share code: APKP ISIN: ZAE000087201
(“Astrapak” or “the Company”)
NOTICE CONVENING THE PREFERENCE SHARE SCHEME MEETING
If you are in any doubt as to what action you should take in respect of the Preference Share Scheme
Meeting and/or the following resolutions, please consult your CSDP, broker, banker, attorney, accountant
or other professional advisor immediately.
All terms used in this Notice convening the Preference Share Scheme Meeting (“Notice convening the
Preference Share Scheme Meeting”) shall, unless the context otherwise requires or they are otherwise
defined herein, have the meanings attributed to them in the Circular to which this Notice convening the
Preference Share Scheme Meeting is attached.
Preference Shareholders are reminded that:
– a Preference Shareholder entitled to attend and vote at the Preference Share Scheme Meeting is
entitled to appoint one or more proxies to attend, speak and vote in its stead at the Preference
Share Scheme Meeting in the place of that Preference Shareholder, and Preference Shareholders
are referred to the attached Form of Proxy in respect of the Preference Share Scheme Meeting
(green) in this regard;
– a proxy need not also be a Preference Shareholder; and
– in terms of section 63(1) of the Companies Act, any person attending or participating in a meeting
of Preference Shareholders must present reasonably satisfactory identification to the chairperson
of the Preference Share Scheme Meeting, and the chairperson must be reasonably satisfied that the
right of any person to participate in and vote (whether as Preference Shareholder or as proxy for a
Preference Shareholder) has been reasonably verified.
A. NOTICE
Notice is hereby given that a Preference Share Scheme Meeting, as at the Preference Share Scheme
Voting Record Date of Friday, 5 May 2017, will be held at 10:30 (or immediately following the General
Meeting of Astrapak Shareholders, whichever is earlier) on Friday, 12 May 2017 at Protea Hotel Fire &
Ice, situated at Melrose Arch, Sandton, Johannesburg, for the purpose of considering, and, if deemed fit,
passing, with or without modification, the resolutions set out hereafter.
B. WHO MAY ATTEND AND VOTE?
Preference Share Scheme Record Date
The Astrapak Board determined that, in accordance with the requirements of section 62(3)(a), read with
section 59 of the Companies Act, the Preference Share Scheme Voting Record Date, being the date on
which Preference Shareholders who are entitled to attend and vote at the Preference Share Scheme
Meeting will be determined, will be Friday, 5 May 2017. Accordingly, the last day to trade Astrapak
Preference Shares in order to be recorded in the Register to vote at the Preference Share Scheme
Meeting will be Tuesday, 2 May 2017.
131
Attending in person or by proxy
If you hold Dematerialised Preference Shares which are registered in your own-name or if you are the
registered holder of Certificated Preference Shares:
– you may attend the Preference Share Scheme Meeting in person; or
– alternatively, you may appoint a proxy to represent you at the Preference Share Scheme Meeting by
completing the attached Form of Proxy in respect of the Preference Share Scheme Meeting (green)
in accordance with the instructions contained therein and returning it to the Transfer Secretaries to be
received by no later than 10:00 on Wednesday, 10 May 2017 (or 48 hours before the resumption of
an adjourned Preference Share Scheme Meeting which date, if necessary, will be released on SENS),
being 48 hours, excluding Saturdays, Sundays and South African public holidays, before the time of
the Preference Share Scheme Meeting). Alternatively, the form of proxy in respect of the Preference
Share Scheme Meeting (green) may be handed to the chairperson of the Preference Share Scheme
Meeting prior to the commencement of the Preference Share Scheme Meeting and by no later than
10:00 on Friday, 12 May 2017. A proxy need not be a Shareholder of the Company.
The attached Form of Proxy in respect of the Preference Share Scheme Meeting (green) is only to be
completed by those Preference Shareholders who:
– hold Astrapak Preference Shares in Certificated form; or
– are recorded on the Uncertificated Securities Register in “own-name” dematerialised form.
If you hold Dematerialised Preference Shares which are not registered in your name:
– and wish to attend the Preference Share Scheme Meeting, you must obtain the necessary letter of
representation from your CSDP or broker to attend the Preference Share Scheme Meeting in person
or by proxy and vote;
– and do not wish to attend the Preference Share Scheme Meeting but would like your vote to be
recorded at the meeting, you should contact your CSDP or broker and furnish them with your voting
instructions in terms of the relevant custody agreement entered into between you and your CSDP or
broker; and
– you must not complete the attached form of proxy in respect of the Preference Share Scheme Meeting
(green).
Electronic Participation
Preference Shareholders or their proxies may participate in (but not vote at) the Preference Share Scheme
Meeting by way of a teleconference call and, if they wish to do so:
– must contact the Company Secretary (by email at the address [email protected]), by no later
than 10:00 on Wednesday, 10 May 2017 in order to obtain a pin number and dial-in details for that
conference call;
– will be required to provide reasonably satisfactory identification; and
– will be billed separately by their own telephone service providers for their telephone call to participate
in the Preference Share Scheme Meeting,
provided that Preference Shareholders and their proxies will not be able to vote telephonically at the
Preference Share Scheme Meeting and will still need to appoint a proxy to vote on their behalf at the
Preference Share Scheme Meeting.
Identification
In terms of section 63(1) of the Companies Act, any person attending or participating in a meeting of
shareholders must present reasonably satisfactory identification and the person presiding at the meeting
must be reasonably satisfied that the right of any person to participate in and vote (whether as shareholder
or as proxy for a shareholder) has been reasonably verified. Accordingly, all Preference Shareholders will
be required to provide reasonably satisfactory identification to the chairperson of the Preference Share
Scheme Meeting in order to participate in and vote at the Preference Share Scheme Meeting.
132
Voting
On a show of hands, every Preference Shareholder who is present in person, by proxy or represented
at the Preference Share Scheme Meeting shall have one vote (irrespective of the number of Preference
Shares held) and on a poll, one vote in respect of each Preference Share held.
C. PURPOSE OF THE PREFERENCE SHARE SCHEME MEETING
The purpose of the Preference Share Scheme Meeting is to consider, and if deemed fit, pass, with or
without modification, all resolutions set out below.
SPECIAL RESOLUTION
APPROVAL OF THE PREFERENCE SHARE SCHEME IN TERMS OF SECTIONS 114 AND 115 OF THE
COMPANIES ACT
“Resolved that, subject to the passing of:
(i) special resolution number 1 (Approval of the Repurchase of the Preference Shares in terms of section
48 of the Companies Act),
(ii) special resolution number 2 (Approval of the amendments to the ASOS Trust trust deed) required to
implement the transactions contemplated in the Circular issued by the Company on 7 April 2017 in
respect of, inter alia, the Preference Share Scheme, and
(iii) ordinary resolution number 1 (Approval of the entry into all and any agreements pursuant to section
75(7)(b)(i) of the Companies Act, to the extent required),
at the General Meeting of Astrapak Shareholders, the scheme of arrangement proposed by the Astrapak
Board between Astrapak and its Preference Shareholders in terms of section 114(1) of the Companies
Act (as more fully described in paragraph 4 of the Circular to which this Notice convening the Preference
Share Scheme Meeting is attached, and which paragraph 4 states, inter alia, that the Preference Share
Scheme Consideration will be distributed firstly out of “Contributed Tax Capital” (as defined in section 1
of the Income Tax Act) to the extent of the “Contributed Tax Capital” attributable to the Preference Shares,
with the balance (if any) being distributed from profits/reserves”), which, if implemented, will result in
the voluntary repurchase by Astrapak of all the Astrapak Preference Shares, whereby the Preference
Shareholders will be obliged to sell to the Company, 100% of the issued Preference Shares for the
Preference Share Scheme Consideration, excluding the Astrapak Preference Shares of the Preference
Shareholders of Astrapak who exercise their appraisal rights in terms of section 164 of the Companies
Act and who accept an offer made to them by the Company in terms of section 164(11) of the Companies
Act or who, pursuant to an order of Court, tender their Astrapak Preference Shares to the Company in
terms of section 164(15)(v) of the Companies Act, be and is hereby approved as a special resolution in
accordance with the requirements of section 115(2)(a) of the Companies Act.”
The quorum requirement for the special resolution to be adopted: at least three Preference Shareholders
present and sufficient persons being present to exercise, in aggregate, at least 25% of all voting rights
that are entitled to be exercised on such special resolution.
The percentage of voting rights required for the special resolution to be adopted: at least 75% of the
voting rights that are entitled to be exercised on such special resolution.
ORDINARY RESOLUTION: AUTHORITY GRANTED TO DIRECTORS
“Resolved that each director of Astrapak be and is hereby individually authorised to sign all such
documents and do all such other things as may be necessary for or incidental to the implementation of
the above special resolution.”
The quorum requirement for the ordinary resolution to be adopted is at least three Preference Shareholders
present and sufficient persons being present to exercise, in aggregate, at least 25% of all voting rights
that are entitled to be exercised on the ordinary resolution.
The percentage of voting rights required for the ordinary resolution to be adopted: more than 50% of the
voting rights that are entitled to be exercised on such ordinary resolution.
133
D. APPRAISAL RIGHTS FOR DISSENTING PREFERENCE SHAREHOLDERS
In accordance with section 164 of the Companies Act, at any time before the special resolution as set
out in this notice convening the Preference Share Scheme Meeting is voted on, a Preference Shareholder
may give the Company a written notice objecting to the special resolution.
Within 10 Business Days after the Company has adopted the special resolution, the Company must send
a notice that the special resolution has been adopted to each Preference Shareholder who:
– gave the Company a written notice of objection as contemplated above; and
– has neither withdrawn that notice nor voted in support of the special resolution.
A Preference Shareholder may demand that the Company pay the Preference Shareholder the fair value
for all of the Preference Shares of the Company held by that person if:
– the Preference Shareholder has sent the Company a written notice of objection;
– the Company has adopted the special resolution; and
– the Preference Shareholder voted against the special resolution and has complied with all of the
procedural requirements of section 164 of the Companies Act.
A copy of section 164 of the Companies Act is set out in Annexure 7 to the Circular to which this Notice
convening the Preference Share Scheme Meeting is attached. Further detail regarding the process and
consequences of a Preference Shareholder exercising its Appraisal Rights are set out in paragraph 4.2.6
of the Circular.
By order of the Astrapak Board
Salome Ratlhagane
Company Secretary
7 April 2017
Registered office
5 Kruger Street
Denver
Johannesburg, 2001
(PO Box 75769, Gardenview, 2047)
Transfer Secretaries to Astrapak
Computershare Investor Services Proprietary Limited
Rosebank Towers
15 Biermann Avenue
Rosebank, 2196
(PO Box 61051, Marshalltown, 2107)
134
ASTRAPAK LIMITED
Incorporated in the Republic of South Africa
(Registration number 1995/009169/06)
Share code: APKP ISIN: ZAE000087201
(“Astrapak” or “the Company”)
FORM OF PROXY IN RESPECT OF THE PREFERENCE SHARE SCHEME MEETING
For use only by Preference Shareholders who:
•
hold Preference Shares in certificated form (“Certificated Preference Shareholders”); or
•
have dematerialised their Preference Shares (“Dematerialised Preference Shareholders”) and are registered with “own-name” registration,
at the meeting of Preference Shareholders of the Company (“Preference Share Scheme Meeting”) to be held at 10:30 (or immediately following
the General Meeting of Astrapak Shareholders, whichever is earlier) on Friday, 12 May 2017 at Protea Hotel Fire & Ice, situated at Melrose Arch,
Sandton, Johannesburg.
All terms used in this form of proxy in respect of the Preference Share Scheme Meeting shall, unless the context otherwise requires or they are
otherwise defined herein, have the meaning attributed to them in the Circular to which this form of proxy in respect of the Preference Share
Scheme Meeting is attached.
Dematerialised Preference Shareholders holding Preference Shares, other than with “own-name” registration, who wish to attend the Preference
Share Scheme Meeting must inform their CSDP or broker of their intention to attend the Preference Share Scheme Meeting and request their CSDP
or broker to issue them with the relevant letter of representation to attend the Preference Share Scheme Meeting in person or by proxy and vote.
If they do not wish to attend the Preference Share Scheme Meeting in person or by proxy, they must provide their CSDP or broker with their voting
instructions in terms of the relevant custody agreement entered into between them and the CSDP or broker. Such Preference Shareholders must
not use this form of proxy in respect of the Preference Share Scheme Meeting.
Companies and other corporate bodies who are Preference Shareholders having Preference Shares registered in their own names may, instead
of completing this form of proxy in respect of the Preference Share Scheme Meeting, appoint a duly authorised representative to represent them
and exercise all of their rights at the Preference Share Scheme Meeting by giving written notice of the appointment of that representative.
Each Preference Shareholder is entitled to appoint one or more proxies (who need not be a Preference Shareholder of the Company) to attend,
speak and vote in place of that Preference Shareholder at the Preference Share Scheme Meeting.
Please read the notes on the reverse hereof carefully, which, amongst other things, set out the rights of Preference Shareholders in terms
of section 58 of the Companies Act with regard to the appointment of proxies.
I/We
(full name/s in BLOCK LETTERS)
of (address)
Telephone work ( )
Telephone home ( )
Cellphone number
being the holder of
Email address
Preference Shares in the capital of the Company, do hereby appoint (see note):
1.
or failing him/her,
2.
or failing him/her,
3. the chairperson of the Preference Share Scheme Meeting,
as my/our proxy to act for me/us at the Preference Share Scheme Meeting convened for purposes of considering and, if deemed fit, passing, with
or without modification, the resolutions (“resolutions”) to be proposed thereat and at each adjournment or postponement thereof and to vote for
and/or against the resolutions, and/or to abstain from voting for and/or against the resolutions, in respect of the Shares registered in my/our name
in accordance with the following instructions:
Number of Shares
For
Against
Abstain
Special Resolution
Approval of the Preference Share Scheme in accordance with the requirements of sections 114
and 115 of the Companies Act
Ordinary Resolution
Authority granted to directors to take all actions necessary to implement the Special Resolution:
Approval of the Preference Share Scheme in accordance with the requirements of sections 114
and 115 of the Companies Act
Insert an “X” in the relevant spaces above according to how you wish your votes to be cast. However, if you wish to cast your votes in respect
of a lesser number of Preference Shares than you own in the Company, insert the number of Shares held in respect of which you desire to vote.
If no directions are given, the proxy holder will be entitled to vote or to abstain from voting, as that proxy holder deems fit.
Signed at
Signature
Assisted by (where applicable)
on
2017
Preference Share Scheme Meeting is modified or amended, such proxy
shall be entitled to vote as he or she thinks fit. If, however, the Preference
Shareholder has provided separate written instructions which accompany
this form of proxy in respect of the Preference Share Scheme Meeting and
which indicate how the proxy should vote or abstain from voting in any of
the circumstances referred to above, then the proxy shall comply with those
instructions.
Notes:
1.
Summary of rights contained in section 58 of the Companies Act
In terms of section 58 of the Companies Act:
•
a Shareholder may, at any time and in accordance with the
provisions of section 58 of the Companies Act, appoint any
individual (including an individual who is not a Shareholder) as
a proxy to participate in, and speak and vote at, a shareholders’
meeting on behalf of such shareholder;
•
a proxy may delegate his or her authority to act on behalf of a
Shareholder to another person, subject to any restriction set out in
the instrument appointing such proxy;
•
irrespective of the form of instrument used to appoint a proxy,
the appointment of a proxy is suspended at any time and to the
extent that the relevant Shareholder chooses to act directly and
in person in the exercise of any of such Shareholder’s rights as a
Shareholder;
•
any appointment by a Shareholder of a proxy is revocable, unless
the form of instrument used to appoint such proxy states otherwise;
•
any appointment remains valid until the end of the Preference
Share Scheme Meeting (or any adjournment or postponement
thereof), unless it is revoked in the manner contemplated herein;
•
if an appointment of a proxy is revocable, a Shareholder may revoke
the proxy appointment by: (i) cancelling it in writing, or making a
later inconsistent appointment of a proxy and (ii) delivering a copy
of the revocation instrument to the proxy and to the Company; and
•
a proxy appointed by a Shareholder is entitled to exercise, or
abstain from exercising, any voting right of such Shareholder
without direction, except to the extent that the relevant company’s
memorandum of incorporation, or the instrument appointing the
proxy, provides otherwise (see notes 9 and 11).
2.
The form of proxy in respect of the Preference Share Scheme Meeting must
only be used by Preference Shareholders who hold shares in certificated form
or who are recorded on the sub-register in electronic form in “own name”.
3.
This form of proxy in respect of the Preference Share Scheme Meeting will
apply to all the Preference Shares registered in the name of the Preference
Shareholder who signs this form of proxy on the Preference Share Scheme
Voting Record Date (and all the votes associated with those shares) unless
a lesser number of Shares is inserted.
4.
A Preference Shareholder entitled to attend and vote at the Preference
Share Scheme Meeting may insert the name of a proxy or the names of
two alternative proxies of the Preference Shareholder’s choice in the space
provided, with or without deleting “the chairperson of the Preference Share
Scheme Meeting”. The proxy need not be a Preference Shareholder. If more
than one name is inserted, the person whose name stands first on the form
of proxy in respect of the Preference Share Scheme Meeting and who is
present at the Preference Share Scheme Meeting will be entitled to act as
proxy to the exclusion of such proxy(ies) whose names follow. If the name of
the proxy is not inserted, the chairperson of the Preference Share Scheme
Meeting will be appointed as proxy.
5.
6.
7.
8.
The proxy appointed in this form of proxy in respect of the Preference Share
Scheme Meeting may delegate the authority given to him or her in this form
of proxy in respect of the Preference Share Scheme Meeting by delivering to
the Company, in the manner required by these instructions, a further form of
proxy in respect of the Preference Share Scheme Meeting which has been
completed in a manner consistent with the authority given to the proxy in this
form of proxy in respect of the Preference Share Scheme Meeting.
Unless revoked in the manner contemplated in note 12 below, the
appointment of proxy in terms of this form of proxy in respect of the
Preference Share Scheme Meeting shall remain valid until the end of the
Preference Share Scheme Meeting, even if the Preference Share Scheme
Meeting or a part thereof is postponed or adjourned, to a date that is
two months after the date on when it was signed. This form of proxy in
respect of the Preference Share Scheme Meeting shall not be used at the
resumption of the Preference Share Scheme Meeting (if adjourned), if it
could not have been used at the Preference Share Scheme Meeting from
which the adjournment took place for any reason other than that it was not
lodged timeously for the Preference Share Scheme Meeting from which the
adjournment took place.
This form of proxy in respect of the Preference Share Scheme Meeting shall,
in addition to the authority granted under the Companies Act, be deemed to
confer the power generally to act at the Preference Share Scheme Meeting,
subject to the specific direction as to the manner of voting in this form of
proxy in respect of the Preference Share Scheme Meeting or on separate
written instructions which accompany this form of proxy in respect of the
Preference Share Scheme Meeting. A proxy is therefore entitled to exercise,
or abstain from exercising, any voting right of the Preference Shareholder
without direction, except to the extent that the voting instructions are
indicated on form of proxy in respect of the Preference Share Scheme
Meeting or on separate written instructions which accompany this form of
proxy in respect of the Preference Share Scheme Meeting.
If a Preference Shareholder does not indicate on this form of proxy in respect
of the Preference Share Scheme Meeting that its proxy is to vote in favour
of or against any resolution or to abstain from voting, or gives contradictory
instructions, or should any further resolution(s) or any amendment(s)
which may properly be put before the Preference Share Scheme Meeting
be proposed, or any resolution listed in the form of proxy in respect of the
9.
A Shareholder or the proxy is not obliged to cast all the votes exercisable by
the Shareholder or by the proxy, but the total of the votes cast in respect of
which abstention is recorded may not exceed the total number of the votes
exercisable by the Preference Shareholder or by the proxy.
10. A vote cast or act done in accordance with the terms of this form of proxy in
respect of the Preference Share Scheme Meeting shall be valid in relation to
the Preference Share Scheme Meeting, notwithstanding the previous death,
insanity or other legal disability of the person appointing the proxy, or the
revocation of the proxy, or the transfer of the shares in respect of which
the proxy is given, unless notice as to any of the abovementioned matters
shall have been received by the Transfer Secretaries or the chairperson
of the Preference Share Scheme Meeting before the commencement or
resumption of the Preference Share Scheme Meeting.
11. The completion and lodging of this form of proxy in respect of the Preference
Share Scheme Meeting will not preclude the relevant Preference Shareholder
from attending the Preference Share Scheme Meeting and speaking and
voting in person thereat to the exclusion of any proxy appointed in terms
hereof, should such Preference Shareholder wish to do so. Accordingly, the
appointment of a proxy in terms hereof is suspended at any time and to the
extent that the Preference Shareholder chooses to act directly and in person
in the exercise of any rights as a Preference Shareholder.
12. A Preference Shareholder may revoke the proxy appointment by (i)
cancelling it in writing, or making a later inconsistent appointment of a
proxy, and (ii) delivering a copy of the revocation instrument to the proxy
and to the Company. The revocation of a proxy appointment constitutes a
complete and final cancellation of the proxy’s authority to act on behalf of the
Preference Shareholder as of the later of (i) the date stated in the revocation
instrument, if any, or (ii) the date on which the revocation instrument was
delivered to the Company.
13. Any alteration or correction made to this form of proxy in respect of the
Preference Share Scheme Meeting, other than the deletion of alternatives,
must be initialled by the signatory(ies).
14. The chairperson of the Preference Share Scheme Meeting may reject
or accept any form of proxy in respect of the Preference Share Scheme
Meeting which is completed and/or received, other than in compliance with
these notes and instructions or with the Memorandum of Incorporation of
the Company, provided that the chairperson is satisfied as to the manner in
which the Preference Shareholder wishes to vote.
15. Documentary evidence establishing the authority of a person signing this
form of proxy in respect of the Preference Share Scheme Meeting in a
representative capacity must be attached to this form of proxy in respect
of the Preference Share Scheme Meeting, unless previously recorded by
the Company or unless this requirement is waived by the chairperson of the
Preference Share Scheme Meeting.
16. A minor or any other person under legal incapacity must be assisted by his
parent or guardian, as applicable, unless the relevant documents establishing
his capacity are produced or have been registered with the Company.
17. Where there are joint holders of Shares:
•
any one holder may sign this form of proxy in respect of the Preference
Share Scheme Meeting;
•
the vote(s) of the senior Shareholders (for that purpose, seniority will be
determined by the order in which the names of Shareholders appear in
the Company’s register of Shareholders) who tenders a vote (whether
in person or by proxy) will be accepted to the exclusion of the vote(s)
of the other joint Shareholder(s).
18. Forms of proxy in respect of the Preference Share Scheme Meeting
(green) must be lodged with or mailed to Computershare Investor
Services Proprietary Limited:
Hand deliveries to:
Postal deliveries to:
Computershare Investor Services
Proprietary Limited
Rosebank Towers
15 Biermann Avenue
Rosebank, 2196
Computershare Investor Services
Proprietary Limited
PO Box 61051
Marshalltown
2107
to be received by no later than 10:00 on Wednesday, 10 May 2017 (or 48 hours
on Business Days only) before the resumption of an adjourned Preference
Share Scheme Meeting which date, if necessary, will be released on SENS).
Alternatively, the form of proxy in respect of the Preference Share Scheme
Meeting (green) may be handed to the chairperson of the Preference Share
Scheme Meeting prior to commencement of the Preference Share Scheme
Meeting and by no later than 10:00 on Friday, 12 May 2017.
19. If this form of proxy in respect of the Preference Share Scheme Meeting
has been delivered to the Company, as long as that appointment remains in
effect, any notice that is required by the Companies Act or the Company’s
Memorandum of Incorporation to be delivered by the Company to the
Shareholder must be delivered by the Company to (i) the Shareholder or (ii)
the proxy or proxies, if the Shareholder has directed the Company in writing
to do so and paid any reasonable fee charged by the Company for doing so.
ASTRAPAK LIMITED
Incorporated in the Republic of South Africa
(Registration number 1995/009169/06)
Share code: APKP ISIN: ZAE000087201
(“Astrapak” or “the Company”)
FORM OF SURRENDER AND TRANSFER IN RESPECT OF THE PREFERENCE SHARE SCHEME
(“FORM”)
Important notes concerning this Form:
– This Form is only for use in respect of the scheme of arrangement proposed by the Astrapak Board between
Astrapak and its Preference Shareholders (“the Preference Share Scheme”) in accordance with the
requirements of section 114(1) of the Companies Act, 2008 (Act 71 of 2008), as amended (“Companies Act”).
– Full details of the Preference Share Scheme are contained in the Circular to Shareholders of Astrapak, dated
7 April 2017 (“Circular”), to which this Form is attached and forms part. Accordingly, all terms used in this
Form shall, unless the context otherwise requires or they are otherwise defined herein, have the meanings
attributed to them in the Circular.
– This Form is attached for use by certificated Astrapak Preference Shareholders who, as set out
in paragraph 3.2 of the section of the Circular entitled “Action Required by Astrapak Preference
Shareholders”, if the Preference Share Scheme becomes operative, will be required to surrender their
Documents of Title in respect of all their Astrapak Preference Shares in order to claim the Preference
Share Scheme Consideration payable to them.
– HOLDERS OF DEMATERIALISED PREFERENCE SHARES MUST NOT COMPLETE THIS FORM.
INSTRUCTIONS:
1. The surrender of Documents of Title is for use only by Preference Share Scheme Participants who are
Certificated Preference Shareholders.
2. A separate Form is required for each Certificated Preference Share Scheme Participant.
3. Part A must be completed by all Preference Share Scheme Participants who return this Form.
4. Part B must be completed by all Preference Share Scheme Participants who are emigrants from South
Africa, the Republic of Namibia and the Kingdoms of Lesotho and Swaziland (collectively “the Common
Monetary Area”).
5. If this Form is returned with the relevant Documents of Title to Astrapak Preference Shares, it will be
treated as a conditional surrender which is made subject to the Preference Share Scheme becoming
operative. In the event of the Preference Share Scheme not becoming operative for any reason whatsoever,
Computershare Investor Services Proprietary Limited will, by no later than five Business Days after the
date upon which it becomes known that the Preference Share Scheme will not be operative, return the
Documents of Title to the Preference Shareholders concerned, by registered post, at the risk of such
Preference Shareholders.
6. Persons who have acquired Preference Shares in Astrapak after the date of the issue of the Circular
to which this Form is attached, may obtain copies of the Form and the Circular from Computershare
Investor Services Proprietary Limited, Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196 (PO Box
61763, Marshalltown, 2107).
7. The Preference Share Scheme Consideration will not be sent to Certificated Preference Share Scheme
Participants unless and until Documents of Title in respect of the relevant Preference Scheme Shares
have been surrendered to Computershare Investor Services Proprietary Limited.
To: Computershare Investor Services Proprietary Limited
Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196
(PO Box 61763, Marshalltown, 2107)
Dear Sirs
PART A: TO BE COMPLETED BY ALL PREFERENCE SHARE SCHEME PARTICIPANTS WHO RETURN
THIS FORM.
I/We, the undersigned Preference Share Scheme Participant, hereby surrender the Astrapak share certificate/s
and/or other Documents of Title attached hereto, representing Preference Shares with a par value of R0.001
each, registered in the name of the person mentioned below and authorise the Transfer Secretaries, conditional
upon the Preference Share Scheme becoming operative, to register the transfer of such Astrapak Preference
Shares into the name of Astrapak Limited or its nominee(s) as follows:
Name of Preference Shareholder
Number of Astrapak Preference
Shares covered by each
certificate(s) enclosed
Certificate number(s)
Total
Surname or Name of corporate body:
First name(s) in full
Title (Mr, Mrs, Miss, Ms, etc)
Address to which the Preference Share Scheme Consideration should be sent (if different from registered address)
Postal code
Note:
Name and address of agent lodging this Form
(if any)
Signature of Astrapak Preference Shareholders
Assisted by me (if applicable)
(State full name and capacity)
Date
2017
Telephone number (Home) ( )
Telephone number (Work) ( )
Cellphone number
PART B: TO BE COMPLETED BY EMIGRANTS OF THE COMMON MONETARY AREA.
Nominated authorised dealer in the case of a Preference Share Scheme Participant who is an emigrant from
the Common Monetary Area (see note 3 below). NB: PART A must also be completed.
Name of dealer
Address
Account number
PART C: BANK ACCOUNT DETAILS OF ASTRAPAK PREFERENCE SHAREHOLDERS.
To be completed in BLOCK CAPITALS by Astrapak Preference Shareholders wishing to receive payment
of the Preference Share Scheme Consideration by means of EFT.
I/We, being a holder/s of Astrapak Preference Shares hereby request that the Preference Share Scheme
Consideration be electronically deposited into my/our bank account, the details of which are as follows:
Name of account holder (no third party accounts):
Bank name:
Branch name:
Branch code:
Account number:
Signature of Preference Shareholder:
Assisted by me (if applicable):
(State full name and capacity):
Date:
Tel (Home) ( )
Tel (Work) ( )
Cell phone
In terms of FICA, Computershare Investor Services Proprietary Limited will only be able to record the bank
details if certified true copies of the Preference Shareholder’s identity document and bank statement are
submitted with this Form.
PART D: TO BE COMPLETED IN BLOCK CAPITALS BY ASTRAPAK PREFERENCE SHAREHOLDERS
WHO ARE EMIGRANTS FROM THE COMMON MONETARY AREA (“EMIGRANTS”) AND
NON‑RESIDENTS OF THE COMMON MONETARY AREA (SEE NOTES 3 AND 4 BELOW).
The Preference Share Scheme Consideration will be forwarded to the authorised dealer in foreign exchange
in South Africa controlling the emigrant’s blocked assets in terms of the Exchange Control Regulations as
nominated below for its control and credited to the emigrant’s blocked assets account. Accordingly, Astrapak
Preference Shareholder emigrants must provide the following information:
Name of authorised dealer:
Account number:
Address:
Signature of authorised dealer:
If emigrants make no nomination above, the Company Secretary will hold the consideration in trust
for the benefit of the emigrants concerned until lawfully claimed by such Preference Share Scheme
Participant for a maximum period of five years, after which such funds shall be made over to the
Guardian’s Fund. Non-residents: Must complete Part D if they wish the Preference Share Scheme
Consideration to be paid to an authorised dealer in South Africa.
Notes and instructions:
1. Applications under this Form are irrevocable and may not be withdrawn once submitted.
2. Preference Share Scheme Participants should consult their professional advisors in case of doubt as to the correct completion of
this Form.
3. Emigrants from the Common Monetary Area must complete Part B.
4. All other non-residents of the Common Monetary Area must complete Part D if they wish the Preference Share Scheme Consideration to
be paid to an authorised dealer in South Africa.
5. If Part B is not properly completed by emigrants, the Preference Share Scheme Consideration will be held in trust by the Company
Secretary pending receipt of the necessary nomination or instruction. No interest will be paid on the amount so held in trust.
6. No receipts will be issued for documents lodged unless specifically requested. In compliance with the requirements of the JSE Limited
(“JSE”), lodging agents are requested to prepare special transaction receipts, if required. Signatories may be called upon for evidence
of their authority or capacity to sign this Form.
7. Persons who are emigrants from the Common Monetary Area should nominate the authorised dealer in foreign exchange in South Africa
which has control of their blocked assets in Part B of this Form. Failing such nomination, the Preference Share Scheme Consideration
due to such Preference Share Scheme Participants in accordance with the provisions of the Preference Share Scheme will be held by
Astrapak, pending instructions from the Preference Share Scheme Participants concerned.
8. Any alteration to this Form must be signed in full and not initialled.
9. If this Form is signed under a power of attorney, then such power of attorney, or a notarially certified copy thereof, must be sent with this
Form for noting (unless it has already been noted by Astrapak or the Transfer Secretaries). This does not apply in the event of this Form
bearing a JSE broker’s stamp.
10. Where the Preference Share Scheme Participant is a company or a close corporation, unless it has already been registered with Astrapak
or the Transfer Secretaries, a certified copy of the directors’ or members’ resolution authorising the signing of this Form must be submitted
if so requested by Astrapak.
11. If this Form is not signed by the Preference Share Scheme Participant, the Preference Share Scheme Participant will be deemed to have
irrevocably appointed the Transfer Secretaries to implement the Preference Share Scheme Participant’s obligations under the Preference
Share Scheme on his or her behalf.
12. Where there are any joint holders of any Preference Scheme Shares, only that holder whose name stands first in the Register in respect
of such Preference Shares need sign this Form.
13. A minor must be assisted by his or her parent or guardian, unless the relevant documents establishing his or her legal capacity are
produced or have been registered by the Transfer Secretaries.
14. Should you surrender your Documents of Title in anticipation of the Preference Share Scheme becoming operative and the Preference
Share Scheme then does not become operative, the Transfer Secretaries shall, within five Business Days of either the date upon which
it becomes known that the Scheme will not be implemented or on receipt by the Transfer Secretaries of the relevant Documents of Title,
whichever is the later, return the Documents of Title to you by post at your risk.