Circular to Shareholders | ConvergeNet Group

regarding:

  • the transfer of ConvergeNet's listing from the "Computer Services" sub-sector to the "Investment Companies" sub-sector of the JSE;
  • the proposed Category 1 disposal by ConvergeNet of 100% of ConvergeNet's interest in Contract Kitting and SCS to Tellumat for R95.119 million and R5 million, respectively, the Contract Kitting Disposal constituting a disposal by ConvergeNet in terms of section 112 of the Companies Act;
  • the proposed acquisition by ConvergeNet of 30% of Tellumat as a result of the settlement of the Contract Kitting Sale Consideration and the SCS Sale Consideration;
  • the proposed Category 1 acquisition by ConvergeNet of 19.26% of Digicore from Titan Nominees (12.00% for R74 312 500), Titan Share Dealers (3.62% for R22 419 425), Dale International Trust Company (2.02% for R12 500 000), Pannar Group (0.10% for R625 000) and ClucasGray (1.52% for R9 375 000) for an aggregate amount of R119 231 925;
  • the proposed Category 1 acquisition (based on aggregation with the Goliath Gold Acquisition) by ConvergeNet of an additional 30.32% of MRI from ASOF (29.78% for R24 822 664) and Titan Share Dealers (0.54% for R450 000) for an aggregate amount of R25 272 664;
  • the proposed Category 1 acquisition by ConvergeNet of an additional 21.77% of Goliath Gold from ASOF (4.99% for R14 700 000), certain clients of Trinity Asset Management (8.67% for R25 597 876), Titan Share Dealers (2.13% for R6 268 780), Dale International Trust Company (4.93% for R14 518 628), Crater Valley Investments (0.93% for R2 736 418) and Mr W Geyer (0.12% for R3 48 040) for an aggregate amount of R64 169 742;
  • the proposed specific issue of 75 million ConvergeNet shares for cash at a subscription price of R2.00 per share, amounting to an aggregate total consideration of R150 million, to the parties described in paragraphs 8.1.1.1 to 8.1.1.14 of this Circular, pursuant to the Private Placement;
  • a specific authority to issue ConvergeNet shares to Stellar Advisers for cash in lieu of performance fees and termination fees payable in terms of the Management Agreement;
  • the specific issue of 1 385 000 ConvergeNet shares at a subscription price of R2.00 per share, amounting to a total consideration of R2 770 000, to the Private Placement Underwriters in lieu of underwriting fees;
  • a specific issue of 1 140 000 ConvergeNet shares at a subscription price of R2.00 per share, amounting to a total consideration of R2 280 000, to the parties described in paragraphs 8.1.1.2 and 8.1.1.3 of this Circular in lieu of commitment fees; and
  • the proposed change of name of ConvergeNet to "Stellar Capital Partners Limited" and resulting amendment to the Memorandum of Incorporation;

and incorporating:

  • a statement of shareholders' Appraisal Rights in terms of section 164(2) of the Companies Act;
  • extracts of section 115 of the Companies Act regarding the approval required for "fundamental transactions", as defined in the Companies Act, and section 164 of the Companies Act regarding shareholders' Appraisal Rights; and
  • Revised Listing Particulars;

and enclosing:

  • a notice of General Meeting;
  • a form of proxy in respect of the General Meeting (for use by certificated shareholders and dematerialised shareholders with "own name" registration only) (pink); and
  • a form of surrender for the Name Change (for use by certificated shareholders only) (yellow).
distributed by