| Mon 11 Jun 2007, 14:30 | | TNT - THG - Results of the General Meeting and Sch |
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TNT
THGL
TNT - THG - Results of the General Meeting and Scheme Meeting
The Tongaat-Hulett Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1892/000610/06)
(Share code: TNT)
(ISIN: ZAE000007449)
("THG")
RESULTS OF THE GENERAL MEETING AND SCHEME MEETING
Shareholders are advised that at the general meeting of shareholders held on
Monday, 11 June 2007, all the resolutions contained in the notice of general
meeting were approved by the requisite majority of shareholders necessary to
effect:
- the listing of Hulamin Limited ("Hulamin") on the JSE Limited and
immediately after the listing the unbundling of THG`s 50% interest in
Hulamin;
- a change of name to Tongaat Hulett Limited ("TH or Tongaat Hulett");
- a pro rata repurchase of 4.5% of the issued ordinary shares in THG ("share
repurchase");
- a 25% Black Economic Empowerment transaction in TH;
- a 15% Black Economic Empowerment transaction in Hulamin; and
- an amendment to the articles of association of TH
collectively referred to as ("the transactions"),
Shareholders are further advised that the scheme of arrangement ("the scheme")
in terms of Section 311 of the Companies Act, 1973 (Act 61 of 1973), as amended,
("the Act") proposed by THG, between THG and its shareholders necessary to
effect the share repurchase was approved by the requisite majority of scheme
members at the scheme meeting held on Monday, 11 June 2007.
An application has been made to the High Court of South Africa (Natal Provincial
Division) ("Court") for a hearing to sanction the scheme, which hearing is
scheduled to take place at 9:30, or so soon thereafter as Counsel may be heard,
on Tuesday, 19 June 2007.
The implementation of the scheme is still subject to, and will only become
operative upon the fulfillment of the following conditions precedent:
- the registration of the special resolutions with the Registrar of
Companies;
- the Court granting an order sanctioning the scheme in terms of section 311
of the Act; and
- the Registrar of Companies registering a certified copy of the Order of
Court.
Shareholders are reminded of the following salient dates and times relating to
the transactions and the scheme:
2007
Court hearing to sanction the scheme on Tuesday, 19 June
Results of the court hearing published 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 JSE code: TNT and ISIN:
ZAE0000007449 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 Friday, 22 June
Ordinary shares commence trading on the JSE
in the name of Tongaat Hulett Limited under
the JSE code TON and new ISIN ZAE000096533
from the commencement of business on Monday, 25 June
Ordinary shares trade ex the entitlement to
the unbundled Hulamin shares on Monday, 25 June
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 costs/
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 Monday, 2 July
(Note: Share certificates in the name of TH,
ex the Hulamin unbundling, will be posted to
certificated TH shareholders from Monday
9 July 2007)
Hulamin share certificates will be posted by
registered post, at the risk of the
certificated shareholder concerned, to
certificated shareholders and dematerialised
shareholders will have their accounts at the
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 TH 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 Limited 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
Notes:
1. These dates and times are subject to change. Any such change will be
published on SENS and in the press. Any reference to time is a reference to
South African time.
2. No dematerialisation or rematerialisation of THG share certificates may
take place after Friday 29 June 2007.
3. A further announcement regarding the fulfillment of the conditions
precedent and the outcome of the application to Court will be released on
SENS and published in the press on or about Tuesday, 19 June 2007.
Tongaat
11 June 2007
Merchant bank and transaction sponsor to THG
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Sponsor to THG
Investec Bank Limited
Date: 11/06/2007 14:30:14 Produced by the JSE SENS Department.
