| Tue 5 Jun 2007, 14:34 | | REM/RBW-Remgro/Rainbow- Results of Scheme Meeting |
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RBW REM
RBW REM
REM/RBW-Remgro/Rainbow- Results of Scheme Meeting and terms of alternative offer
Remgro Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1968/006415/06)
Share Code: REM
ISIN: ZAE000026480
("Remgro")
Rainbow Chicken Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1966/004972/06)
Share code: RBW
ISIN: ZAE000019063
("Rainbow" or "the Company")
RESULTS OF SCHEME MEETING AND TERMS OF ALTERNATIVE OFFER
1. Results of Scheme Meeting
Shareholders are advised that the scheme of arrangement ("the Scheme") in
terms of section 311 of the Companies Act, 1973 (Act 61 of 1973), as
amended, proposed by Remgro between Rainbow and its shareholders was not
approved by the requisite majority of scheme members at the scheme meeting
held on Tuesday 5 June 2007.
Accordingly the condition precedent relating to the approval thereof by the
required majority of shareholders has not been fulfilled and the scheme
will not proceed. A copy of the chairperson`s report of the scheme meeting
will be available (free of charge) to any Rainbow shareholder during normal
business hours from 6 June 2007 at the registered office of Rainbow
situated at One The Boulevard, Westway Office Park, Westville.
2. The alternative offer
The alternative offer as set out in annexure 13 of the circular to
shareholders dated 15 May 2007 ("the circular"), with amendments to the
maximum acceptances and settlement procedure as detailed in paragraphs 2.5
and 2.6 below, will now become effective. The Rainbow board has approved
these amendments.
Set out below are the salient terms and dates, and the procedure for
acceptance of the alternative offer.
2.1 Terms of alternative offer
Remgro hereby makes an offer to acquire all Rainbow shares held by
Rainbow shareholders (other than Remgro and its subsidiaries) ("offer
participants") who are registered on the Rainbow register during the
offer period.
The alternative offer can be accepted at any time during the
alternative offer period (as set out below) provided shareholders are
registered on the Rainbow register as such at the time the transfer
secretaries receive their elections. New Rainbow shareholders must
have purchased their Rainbow shares by no later than Friday 22 June
2007 to participate in the alternative offer.
2.2 Period of the alternative offer
The offer will remain open from 09:00 on 6 June 2007 ("the opening
date") and will close at 12:00 on 29 June 2007 ("the closing date"),
("the offer period").
2.3 Salient dates relating to the alternative offer
2007
Opening date of the offer Wednesday 6 June
Last date to trade to participate in
the alternative offer Friday 22 June
Rainbow shares trade "ex" the
alternative offer Monday 25 June
Record date for the alternative offer* Friday 29 June
* This is the final date for offer participants to be registered on
the Rainbow register to participate in the offer. Offer
participants registered on the register prior to this date are
eligible to participate in the offer at any time during the
duration of the offer period, provided they are registered as
such at the time the transfer secretaries receive their
elections.
2.4 The alternative offer consideration
The alternative offer consideration is:
2.4.1 a cash consideration of R16.00 for every Rainbow share held
by offer participants ("cash offer consideration"); or
2.4.2 8.1 Remgro shares for every tranche of 100 offer shares held
by offer participants ("share offer consideration"); or
2.4.3 a combination of cash and Remgro shares referred to in
paragraphs 2.4.1 and 2.4.2, to be elected by offer
participants on condition that the share offer consideration
may only be elected in tranches of 100 Rainbow shares each.
If offer participants elect to take (in whole or in part)
the share offer consideration, any fractional entitlements
to Remgro shares will be settled in cash to the amount of
R19.75 per 0.1 of a Remgro share.
2.5 Removal of maximum acceptances limitation level
Remgro has agreed to the removal of the maximum acceptances level for
the alternative offer. Accordingly offer participants may accept the
offer in respect of all their Rainbow shares.
2.6 Procedure for acceptance of the alternative offer
The alternative offer can be accepted at any time during offer period
provided the Rainbow shareholders are registered on the Rainbow
register as such at the time the transfer secretaries receive their
elections.
Remgro has agreed that acceptances of the alternative offer be settled
within 5 business days after the receipt by the transfer secretaries of the
offer participants` aforementioned elections.
Dematerialised shareholders who wish to accept the offer must instruct
their CSDP`s or brokers in accordance with the terms of the custody
agreements concluded between them, to accept the alternative offer. All
acceptances must be received by the transfer secretaries not later than
12:00 on the closing date.
Certificated shareholders who wish to accept the alternative offer must
complete the form of election acceptance and transfer ("form of election
acceptance and transfer") which was attached in the circular (copies of
which are available at Computershare Investor Services 2004 (Pty) Ltd, 70
Marshall Street Johannesburg ("transfer secretaries")) and return it to the
transfer secretaries together with the documents of title, to be received
by the transfer secretaries not later than 12:00 on the closing date.
2.7 Settlement of the alternative offer consideration
2.7.1 The alternative offer consideration due to dematerialised
offer participants will be settled as follows:
2.7.1.1 if the dematerialised offer participants elect to
receive any part of the alternative offer consideration
in cash, and/or if any fractional entitlements to
Remgro shares were to be settled in cash as per
paragraph 2.4, such cash amounts will be transferred
within 5 business days after receipt by the transfer
secretaries of such offer participants` elections to
such offer participants` CSDP`s or brokers accounts and
thereafter such offer participants` accounts with their
CSDP`s or brokers will be credited with the cash offer
consideration and/or the cash amounts arising from
fractional entitlements to Remgro shares;
2.7.1.2 if the dematerialised offer participants elect to
receive any part of the alternative offer consideration
in Remgro shares, such offer participants will have the
share offer consideration (in dematerialised Remgro
shares) credited to their accounts maintained by their
CSDP`s or brokers within 5 business days after receipt
by the transfer secretaries of such offer participants`
elections, in terms of the custody agreements entered
into between such offer participants and their CSDP`s
or brokers;
2.7.1.3 all elections to receive the alternative offer
consideration in cash and/or Remgro shares shall be
made in accordance with the provisions of the custody
agreements entered into between such dematerialised
offer participants and their CSDP`s or brokers at the
time of acceptance of the alternative offer;
2.7.2 The alternative offer consideration due to certificated o
ffer participants will be settled as follows:
2.7.2.1 If the certificated offer participants elect to receive
any part of the alternative offer consideration in cash
and/or if any fractional entitlements to Remgro shares
were to be settled in cash as per paragraph 2.4, such
cash amounts will be posted by ordinary mail to such
offer participants at such offer participants` risk to
their respective addresses reflected in the register,
or if Part D of the form of election acceptance and
transfer is completed, will be paid by electronic
transfer into the named bank account of the
certificated offer participants concerned, within 5
business days after the receipt by the transfer
secretaries of the duly completed form of election
acceptance and transfer, together with the relevant
documents of title (in negotiable form);
2.7.2.2 If the certificated offer participants elect to receive
any part of the alternative offer consideration in
Remgro shares, such offer participants will receive
their share offer consideration in certificated Remgro
shares to be posted by registered mail to such offer
participants` at such offer participants` risk to their
respective addresses reflected in the register, within
5 business days after the receipt by the transfer
secretaries of the duly completed form of election
acceptance and transfer, together with the relevant
documents of title (in negotiable form).
2.7.2.3 Certificated offer participants` elections to receive
the alternative offer consideration in cash or Remgro
shares or a combination of cash and Remgro shares must
be reflected in the form of election acceptance and
transfer failing which they will be deemed to have
elected to receive the cash offer consideration.
Shareholders who do not wish to accept the alternative offer need not take
further action and will be deemed to have not accepted the alternative
offer on the closing date.
Durban
5 June 2007
Merchant bank and sponsor to Remgro
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Attorneys to Remgro
Hofmeyr, Herbstein & Gihwala Inc.
(Registration number 1997/001523/21)
Sponsor to Rainbow
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Independent Advisor to Rainbow
Investec Bank Limited
(Registration number 1969/004763/06)
Attorneys to Rainbow
Routledge Modise
Reporting accountants to Rainbow
PricewaterhouseCoopers Inc
Chartered Accountants (SA)
Registered Accountants and Auditors
Date: 05/06/2007 14:34:08 Produced by the JSE SENS Department.
