| Thu 16 Aug 2007, 15:37 | | ACP / ATS - Acucap / Atlas - Fulfilment Of All Con |
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ACP ATS
ACP ATS
ACP / ATS - Acucap / Atlas - Fulfilment Of All Conditions To The Scheme Of
Arrangement And Salient Dates
ACUCAP PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2001/021725/06)
Share code: ACP & ISIN: ZAE000037651
("Acucap")
ATLAS PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration No. 1988/000742/06)
Share Code: ATS & ISIN: ZAE000008975
("Atlas")
FULFILMENT OF ALL CONDITIONS TO THE SCHEME OF ARRANGEMENT AND SALIENT DATES
Acucap and Atlas linked unitholders are advised that a notarially certified copy
of the Order of Court sanctioning the scheme of arrangement proposed by Acucap
between Atlas and Atlas shareholders and debentureholders (other than Acucap)
(the "scheme") was registered with the Companies and Intellectual Property
Registration Office on 15 August 2007. Accordingly, all the conditions precedent
to the scheme have been fulfilled.
The salient dates in respect of the implementation of the scheme and payment of
the Acucap and Atlas special distributions ("special distributions") (further
details of which were set out in the announcements released on SENS on 10 August
2007) are as follows:
2007
Last day to trade in order to participate in Friday, 17 August
the scheme consideration (see notes 1 and 2)
Last day to trade in order to participate in Friday, 17 August
the special distributions (see notes 2 and 3)
Suspension of listing of Atlas linked units at Monday, 20 August
commencement of trading on
Scheme consideration record date, being the Friday, 24 August
date on which scheme participants must be
recorded in the register to receive the scheme
consideration, by close of trading on
Record date for special distributions on Friday, 24 August
Operative date of the scheme at the Monday, 27 August
commencement of trading on
Scheme consideration posted to certificated Monday, 27 August
scheme participants (if documents of title are
received on or prior to the scheme
consideration record date) and commencement of
trading of consideration units on or about
Special distributions posted to certificated Monday, 27 August
linked unitholders
Dematerialised scheme participants` accounts Monday, 27 August
(held at their CSDP or broker) credited with
the scheme consideration on
Dematerialised linked unitholders` accounts Monday, 27 August
(held at their CSDP or broker) credited with
the special distributions on
Termination of listing of Atlas linked units at Tuesday, 28 August
the commencement of trading on
Notes:
Scheme participants are reminded that they are required to make their election
in terms of the scheme consideration being either:
- cash of R19.90 per Atlas linked unit, which in aggregate will be limited to
40% of the total scheme consideration payable by Acucap in terms of the scheme
("Cash consideration"); and/or
- Acucap linked units to be issued to scheme participants in the ratio of
0.635 Acucap linked units per Atlas linked unit ("Unit Consideration").
In the absence of an election, scheme participants will be deemed to have
elected to receive the unit consideration as opposed to the cash consideration.
Atlas linked unit certificates may not be dematerialised or rematerialised after
Friday, 17 August 2007.
Acucap linked unit certificates may not be dematerialised or rematerialised
between Monday, 20 August 2007 and Friday, 24 August 2007, both days inclusive.
Cape Town
16 August 2007
Corporate advisor, legal advisor and sponsor to Acucap
Java Capital (Proprietary) Limited
Investment Bank to Atlas
Investec Corporate Finance
Corporate law advisor to Atlas
Edward Nathan Sonnenbergs Inc.
Sponsor to Atlas
PricewaterhouseCoopers Corporate Finance (Proprietary) Limited
Date: 16/08/2007 15:37:24 Produced by the JSE SENS Department.
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implicitly, represent, warrant or in any way guarantee the truth, accuracy or
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employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
