| Fri 18 May 2007, 15:43 | | TNT - Tongaat-Hulett Group: Circular To Shareholde |
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TNT
THGL
TNT - Tongaat-Hulett Group: Circular To Shareholders And Hulamin Pre-Listing
Statement
The Tongaat-Hulett Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1892/000610/06)
(Share code: TNT)
(ISIN: ZAE000007449)
("THG" or the "company")
PUBLICATION OF THE CIRCULAR TO SHAREHOLDERS AND SALIENT DATES APPLICABLE TO THE
LISTING OF HULAMIN LIMITED ("HULAMIN")ON THE JSE LIMITED ("JSE"), THE UNBUNDLING
OF THG`s 50% INTEREST IN HULAMIN ("THE HULAMIN UNBUNDLING"), A NAME CHANGE FROM
THE TONGAAT-HULETT GROUP LIMITED TO TONGAAT HULETT LIMITED ("TONGAAT HULETT"), A
PRO RATA SHARE REPURCHASE BY WAY OF A SCHEME OF ARRANGEMENT IN TERMS OF SECTION
311 OF THE COMPANIES ACT NO.61 OF 1973, AS AMENDED ("THE SCHEME") AND THE
INTRODUCTION OF BLACK ECONMONIC EMPOWERMENT IN TONGAAT HULETT ("TH BEE
TRANSACTION") AND HULAMIN ("HULAMIN BEE TRANSCATION")(COLLECTIVELY "THE
TRANSACTIONS").
Shareholders are referred to the announcements released on SENS and published in
the press on 14 December 2006 and 3 May 2007, which set out details of the
transactions.
A circular to shareholders regarding the transactions together with the Hulamin
pre-listing statement was posted to shareholders on Friday 18 May 2007 which
contains, inter alia, a notice of a general meeting of shareholders and a notice
of scheme meeting in respect of the transactions. These meetings are scheduled
to take place on 11 June 2007, commencing at 10h00 at the registered office,
being Amanzimnyama Hill Road, Tongaat, KwaZulu-Natal, 4400.
The revised salient dates in relation to the transactions are set out below. The
attention of shareholders is drawn to the fact that the record date to vote at
the scheme meeting has been changed from 17:00 on Wednesday, 6 June 2007 to
17:00 on Friday, 8 June 2007 as set out below:
2007
Post circular on Friday, 18 May
Last day for receipt of proxies for the general
meeting by 10:00 on Thursday, 7 June
Last day for receipt of proxies for the scheme
meeting by 10:30 on Thursday, 7 June
Record date to vote at the scheme meeting at 17:00 on
Friday, 8 June
General meeting to be held at 10:00 on Monday, 11 June
Scheme meeting to be held at 10:30 (or 10 minutes
after the conclusion or adjournment of the general
meeting, whichever is the later) on Monday, 11 June
Results of the scheme and general meetings released
on SENS on or about Monday, 11 June
Results of the scheme and general meetings published
in the press on or about Tuesday, 12 June
Registration of special resolutions by the Registrar
on Friday, 15 June
Court hearing to sanction the scheme on Tuesday, 19 June
Results of the court hearing released on SENS on
Tuesday, 19 June
Results of the court hearing published in the press
on Wednesday, 20 June
Registration of Court Order by the Registrar on Friday, 22 June
Last day to trade in ordinary shares on the JSE under
the ISIN: ZAE000007449 to participate in the Hulamin
unbundling on Friday, 22 June
Last day for ordinary shares to trade in the name of
The Tongaat-Hulett Group Limited from the
commencement of business on Friday, 22 June
Ordinary shares trade ex the entitlement to the
unbundled Hulamin shares in the name of Tongaat
Hulett under the JSE code TON and new ISIN: Monday, 25 June
ZAE000096533 on
Listing of Hulamin ordinary shares under the JSE code
HLM, ISIN: ZAE000096210 from the commencement of
business on Monday, 25 June
Announcement of the specified ratio in respect of the
apportionment of the cost/ base cost of Hulamin for
taxation/CGT purposes on Wednesday, 27 June
Record date to participate in the Hulamin unbundling
on Friday, 29 June
Last day to trade for shareholders to be eligible to
receive the scheme consideration on
Friday, 29 June
Dematerialised ordinary shareholders will have their
accounts with their CSDP or broker updated on
(Note: Share certificates in the name of Tongaat Monday, 2 July
Hulett, "ex" the Hulamin unbundling, will be posted
to certificated shareholders from Monday 9 July
2007)
Hulamin share certificates will be posted by
registered post, at the risk of the certificated
shareholders concerned, to certificated shareholders
and dematerialised shareholders will have their
accounts held at their CSDP or broker updated on Monday, 2 July
If the scheme is sanctioned:
Ordinary shares trade "ex" the scheme under new ISIN:
ZAE000096541 on Monday, 2 July
Record date on which shareholders must be recorded in
the register of members of Tongaat Hulett in order to
receive the scheme consideration by 17:00 on
Friday, 6 July
Operative date of the scheme at the commencement of
trading on Monday, 9 July
Scheme consideration and share certificates in the
name of Tongaat Hulett posted to certificated scheme
participants and ordinary shareholders, as the case
may be (if documents of title are received on or
prior to the consideration record date) on or about
Monday, 9 July
or, failing receipt of documents of title on or
before the consideration record date, within five
business days of receipt thereof by the transfer
secretaries
Dematerialised scheme participants and ordinary
shareholders, as the case may be, have their accounts
held at their CSDP or broker credited with the scheme
consideration and updated on
Monday, 9 July
18 May 2007
Tongaat
A copy of the circular to shareholders containing details of the transactions is
available on the THG website, www.tongaat.co.za.
The Hulamin pre-listing statement is also available on the Hulamin website,
www.hulamin.co.za.
Merchant Bank and transaction sponsor to THG: Rand Merchant Bank (A division of
FirstRand Bank Limited)
Legal advisors to THG : Bowman Gilfillan Inc.
Reporting Accountants to THG: Deloitte
Independent advisor to THG: E&Y
Sponsor: Investec Bank Limited
Date: 18/05/2007 15:43:01 Produced by the JSE SENS Department.
