30 Jun - 3 min read
Announcement relating to Notification of Competition Filing and Potential Offer
Announcement relating to Notification of Competition Filing and Potential Offer Mpact Limited (Incorporated in the Republic of South Africa) (Registration number 2004/025229/06) JSE share code: MPT ISIN: ZAE000156501 ("Mpact" or "the Company") ANNOUNCEMENT RELATING TO NOTIFICATION OF COMPETITION FILING AND POTENTIAL OFFER Shareholders of Mpact ("Shareholders") are hereby advised that Mpact received a letter on Thursday, 24 June 2021 from the South African Competition Commission ("Commission"), advising that Caxton and CTP Publishers and Printers Limited ("Caxton") has – • notified the Commission that it has taken a decision to increase its current shareholding in Mpact of approximately 32%, which will likely result in it acquiring control over Mpact in terms of the Competition Act, No. 89 of 1998, as amended ("Competition Act"); • advised the Commission that it has not yet made a formal offer to the Mpact board of directors ("Board") or to Shareholders; • advised the Commission that it will, in circumstances where it acquires an interest equal to or greater than 35% in the issued share capital of Mpact, be required to make a mandatory offer to Shareholders, pursuant to the provisions of section 123 of the Companies Act, No. 71 of 2008, as amended ("Mandatory Offer"); • notified the Commission that it seeks to obtain merger approval in terms of the Competition Act in advance of triggering the Mandatory Offer in order to obtain regulatory certainty and to avoid any unnecessary delays in the implementation of the Mandatory Offer (in the event that it does result in an acquisition of control over Mpact by Caxton); and • requested permission from the Commission to file a separate notification of merger. The Commission has yet to determine whether Caxton will be permitted to file a separate merger notification. Shareholders are hereby notified that the Board has not agreed to a joint merger notification with Caxton on the grounds that Caxton has, amongst other things, not disclosed a proposed offer price or terms, and the Board is unable to determine whether any such offer would be in the best interests of Shareholders or the Company. In the event that permission is granted by the Commission for Caxton to file a separate merger notification, Shareholders are further advised that, as the merger would be a large merger as defined in the Competition Act, and due to competition and public interest considerations, the process leading to a decision from the Competition Authorities may take many months. Further updates relating to the above will be provided to Shareholders as and when necessary. Melrose Arch 30 June 2021 Sponsor The Standard Bank of South Africa Limited Date: 30-06-2021 12:40:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.