| Thu 27 Sep 2007, 17:00 | | ELH - Ellerine Holdings Limited - Proposed acquist |
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ELH
ELH
ELH - Ellerine Holdings Limited - Proposed acquistion of the entire issued share
capital of Ellerines by way of a scheme of
arrangement: salient dates and times
ELLERINE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1968/013402/06)
Share code: ELH ISIN: ZAE000022752
("Ellerines" or "the Company")
PROPOSED ACQUISTION BY AFRICAN BANK INVESTMENTS LIMITED ("ABIL") OF THE ENTIRE
ISSUED SHARE CAPITAL OF ELLERINES BY WAY OF A SCHEME OF ARRANGEMENT: SALIENT
DATES AND TIMES
1 Introduction
Shareholders are referred to the announcement dated 5 September 2007, relating
to the firm intention by ABIL to make an offer for the entire issued ordinary
share capital of Ellerines (other than certain shares held within the Ellerines
group) by way of a scheme of arrangement in terms of section 311 of the
Companies Act, No. 61 of 1973, as amended ("scheme").
This announcement contains the expected salient dates and times in relation to
the scheme.
2 Scheme meeting
Shareholders are advised that in terms of an Order of Court dated 25 September
2007, the High Court of South Africa has granted leave to convene a scheme
meeting, to be held at 09h00 on Tuesday, 16 October 2007 at the offices of
Ellerines, Block E, Gillooly`s View Office Park, Osborne Lane, Bedfordview,
2007.
3 Salient dates and times
2007
Scheme circular posted Thursday, 27
September
Last day to trade Ellerines shares in Friday, 5 October
order to be recorded in the share
register on the record date to vote at
the scheme meeting (see note 1 below) on
Record date on which Ellerines Friday, 12
shareholders must be recorded in the October
Ellerines share register in order to
vote at the scheme meeting on
Last day to lodge forms of proxy for the Monday, 15
scheme meeting by 09h00 on (see note 2 October
below)
Scheme meeting to be held at 09h00 on Tuesday, 16
October
Results of the scheme meeting released Tuesday, 16
on SENS on October
Results of the scheme meeting published Wednesday, 17
in the press on October
Court hearing to sanction the scheme at Tuesday, 30
10h00 or as soon thereafter as Counsel October
may be heard on
Results of the Court hearing released on Tuesday, 30
SENS on October
Results of the Court hearing published Wednesday, 31
in the press on October
The dates below are subject to the
fulfilment of the conditions precedent
to which the scheme is subject. To the
extent that these conditions precedent
are not fulfilled by Friday, 30 November
2007, the dates set out below will be
delayed accordingly and any such changes
will be announced on SENS and published
in the press. To the extent that the
conditions precedent are fulfilled prior
to 30 November 2007, the salient dates
and times may be accelerated by
agreement of both Ellerines and ABIL.
Order of Court sanctioning the scheme Friday, 30
registered by the Registrar on or about November
(if the scheme is sanctioned and all
other conditions have been fulfilled)
Last day to trade Ellerines shares on Friday, 7
the JSE Limited ("JSE"), Namibian Stock December
Exchange ("NSX") and Botswana Stock
Exchange ("BSE") in order to be recorded
in the register on the record date of
the scheme on
Date of suspension of Ellerines` listing Monday, 10
on the JSE, NSX and BSE from the December
commencement of business on
Record date of the scheme to determine Friday, 14
participation in the scheme December
Date from which the scheme consideration Tuesday, 18
will be made available to scheme December
participants
Operative date of the scheme from the Tuesday, 18
commencement of business on December
Termination of listing of Ellerines Wednesday, 19
shares from the JSE, NSX and BSE on December
Notes:
1 Ellerines shareholders should note that, as Ellerines is trading in the
Strate environment, settlement for trade takes place 5 (five) business days
after the relevant trade has taken place. Therefore, Ellerines shareholders
who acquire Ellerines shares after the last day to trade for the scheme
meeting, being Friday, 5 October 2007, will not be eligible to vote at the
scheme meeting.
2 "Own-name" shareholders will be entitled to attend the scheme meeting in
person or if they are unable to attend and wish to be represented thereat
may complete and return the form of proxy attached to the scheme circular
referred to in paragraph 4 below to the transfer secretaries of Ellerines
in accordance with the time specified on that form of proxy.
3 A beneficial owner of Ellerines shares should timeously inform his nominee
or, if applicable, his CSDP or broker of his intention to attend and vote
at the scheme meeting or to be represented by proxy thereat in order for
his nominee or, if applicable, his CSDP or broker to issue him with the
necessary authorisation to do so or should provide his nominee or, if
applicable, his CSDP or broker timeously with his voting instruction should
he not wish to attend the scheme meeting in person in order for his nominee
or, if applicable, his CSDP or broker to vote in accordance with his
instruction at the scheme meeting.
4 In order to be recorded in the register on the record date of the scheme no
dematerialisation or rematerialisation of Ellerines shares will take place
after the last date to trade, which is expected to be Friday, 7 December
2007.
5 All times indicated above are South African times.
6 Any change to the above dates and times will be agreed upon by ABIL,
Ellerines and the JSE and will be advised to Ellerines shareholders by
notification on SENS and in the press.
4 Circular
A circular, which has been approved by the Securities Regulation Panel and the
JSE, providing full information on the scheme and incorporating a notice in
respect of the scheme meeting will be posted to Ellerines shareholders today.
Copies of the circular may be obtained during normal business hours from Block
E, Gillooly`s View Office Park, Osborne Lane, Bedfordview, 2007.
Bedfordview
27 September 2007
Investment bank and sponsor
Nedbank Capital
Independent reporting accountants and auditors
Grant Thornton
Independent professional expert
KPMG Services (Pty) Ltd
Attorneys
Cliffe Dekker
Date: 27/09/2007 17:00:02 Produced by the JSE SENS Department.
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