| Mon 18 Jun 2007, 16:11 | | YRK - York - Acquisition of Global Forest Products |
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YRK
YRK
YRK - York - Acquisition of Global Forest Products (Pty) Ltd and South African
Plywood (Pty) Ltd - salient dates and times
The York Timber Organisation Limited
(Registration number 1916/004890/06)
Share code: YRK
ISIN: ZAE000008108
("York" or "the Company")
ACQUISITION OF GLOBAL FOREST PRODUCTS (PTY) LTD AND SOUTH AFRICAN PLYWOOD (PTY)
LTD - SALIENT DATES AND TIMES
1. INTRODUCTION
Further to the announcements dated 28 March 2007 and 11 May 2007 pertaining to
the acquisition by York of 100% of Global Forest Products (Proprietary) Limited
and South African Plywood (Proprietary) Limited for R1,694,747,439 with effect
from 30 June 2007 in one indivisible transaction ("the Acquisition"), subject to
all the required approvals being obtained, the directors advise of the salient
dates and times of the Acquisition.
2. CONDITIONS PRECEDENT
The Acquisition remains subject to the fulfilment of the following remaining
outstanding conditions precedent, namely the:
2.1 approval by the Exchange Control Department of the South African Reserve
Bank to the Transaction by no later than 25 June 2007;
2.2 approval by ordinary and preference shareholders of York ("York
Shareholders") by no later than 9 July 2007; and
2.3 approval by the Competition Authorities by no later than 9 July 2007.
3. CIRCULAR TO SHAREHOLDERS
A circular to York Shareholders, containing, inter alia, information pertaining
to the Acquisition and an impending rights offer by the Company, and
incorporating revised listing particulars and a notice of general meeting, was
posted to York Shareholders on Friday, 15 June 2007 ("the Circular").
4. GENERAL MEETING OF YORK SHAREHOLDERS
A general meeting of York Shareholders will be held at 11:30 on Monday, 9 July
2007, at the Board Room, Ground Floor, 2 Arnold Road, Rosebank, Johannesburg to
consider, and, if deemed fit, pass, with or without modifications, the special
and ordinary resolutions required to approve and implement the Acquisition.
5. RIGHTS OFFER
The Company will proceed with a fully underwritten rights offer amounting to
R350 million (before costs) to York Shareholders as soon as the Acquisition
becomes unconditional, which is expected to be on or about 9 July 2007. In terms
of the impending rights offer, 23,333,333 ordinary shares in the share capital
of York ("Rights Offer Shares") will be offered to York Shareholders at an issue
price of R15.00 per Rights Offer Share in the ratio of 211.34123 Rights Offer
Shares for every 100 York ordinary shares and/or York preference shares held at
the close of business on Friday, 3 August 2007. The JSE Limited has granted
approval for the listing of 17,266,722 letters of allocation pertaining to the
entitlement of listed York ordinary shares ("York Shares") with effect from 9:00
on Monday, 30 July 2007 under the share code "YRKN" and ISIN ZAE000099149.
6. SALIENT DATES AND TIMES
The salient dates and times pertaining to the Acquisition and the impending
rights offer is set out in the table below.
Last day for lodging forms of proxy for
general meeting by 11:30 on Thursday, 5 July 2007
General meeting of York Shareholders at 11:30
on Monday, 9 July 2007
Announcement of results of general meeting
released on SENS on Monday, 9 July 2007
Announcement of results of general
meeting published in the press on Tuesday, 10 July 2007
Pretoria
Finalisation date on Friday, 20 July 2007
Last day to trade in York Shares in order
to settle trades by the record date for the
rights offer and to qualify to participate
in the rights offer (cum rights) on Friday, 27 July 2007
York Shares commence trading ex-rights on
the JSE at 09:00 on Monday, 30 July 2007
Listing of and trading in the letters of
allocation commences under the share code
"YRKN" and ISIN ZAE000099149 at 09:00
on Monday, 30 July 2007
Record date for purpose of determining the
York shareholders entitled to participate
in the rights offer at the close of business
on Friday, 3 August 2007
Form of instruction in lieu of letters of
allocation to be posted to rights
participants, where applicable (note ii) on Monday, 6 August 2007
Rights offer opens at 09:00 on Monday, 6 August 2007
Holders of dematerialised York Shares will
have their accounts at their CSDP or broker
automatically credited with their letters
of allocation on Monday, 6 August 2007
Holders of certificated York Shares will
have their letters of allocation credited
to an electronic register at the transfer
secretaries on Monday, 6 August 2007
Last day for form of instruction to be
lodged by holders of certificated York
shares wishing to sell all or part of
their rights offer entitlement with the
transfer secretaries by 12:00 on Friday, 17 August 2007
Last day to trade in letters of allocation
in order to settle trades by the record
date for the rights offer and participate
in the rights offer at the close of
business on Friday, 17 August 2007
Listing and trading of Rights Offer Shares
commences on the JSE at 09:00 on Monday, 20 August 2007
Record date for letters of allocation on Friday, 24 August 2007
Rights offer closes at 12:00 and payment
to be made and form of instruction lodged
by holders of certificated York Shares
with the transfer secretaries by that time
on (see note iii) Friday, 24 August 2007
CSDP/Broker accounts credited with rights
offer shares and debited with any payments
due in respect of holders of dematerialised
Rights Offer Shares on (see note v) Monday, 27 August 2007
Rights offer share certificates in terms
of the rights offer posted to holders of
certificated York Shares on or about Monday, 27 August 2007
Results of rights offer released on SENS
on Monday, 27 August 2007
Shares issued in terms of the specific
issues for cash and the vendor
consideration issue on Monday, 27 August 2007
Listing and trading of York ordinary
shares issued in terms of the specific
issues for cash and the vendor
consideration issue commences on the
JSE at 09:00 on Monday, 27 August 2007
Results of rights offer published in
the press on or about Tuesday, 28 August 2007
Notes to the salient dates and times:
i) Dates and times are subject to change. Any such change will be announced on
SENS and published in the press. All times referred to in this circular are
local times in South Africa.
ii) The relevant document containing the letters of allocation should be read in
conjunction with the Circular. Additional copies of the Circular will be
available at the registered offices of the Company and the Sponsor and on the
website: www.yorkcor.co.za for the duration of the rights offer.
iii) Holders of dematerialised York Shares are required to notify their duly
appointed CSDP or broker of the action they wish to take in respect of the
rights offer in the manner and by the time stipulated in the agreement governing
the relationship between the York shareholders and his CSDP or broker.
iv) York share certificates may not be dematerialised or rematerialised between
Monday, 30 July 2007 and Friday, 3 August 2007, both days inclusive.
v) CSDPs effect payment in respect of holders of dematerialised Rights Offer
Shares on a delivery versus payment basis.
Pretoria
18 June 2007
Corporate Advisor and Sponsor
Metier
Transaction Arranger and Equity Underwriter
Blackstar
Equity Participant and BEE Funder
Industrial Development Corporation of South Africa Limited
Attorneys
Edward Nathan Sonnenbergs Inc.
Competition Law Advisors
Webber Wentzel Bowens
Debt Arrangers and Underwriters
Rand Merchant Bank (a division of FirstRand Limited)
Tax Advisors
Deloitte & Touche
Reporting accountants and auditors
KPMG
Date: 18/06/2007 16:11:01 Produced by the JSE SENS Department.
