| Wed 7 Nov 2007, 16:01 | | ATN/ATNP/BTG - Altron /Bytes - Salient Dates Annou |
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ATN BTG ATNP
ATN BTG
ATN/ATNP/BTG - Altron /Bytes - Salient Dates Announcement
ALLIED ELECTRONICS CORPORATION LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1947/024583/06
Share code: ATN & ISIN: ZAE000029658
Share code: ATNP & ISIN: ZAE000029666
("Altron")
BYTES TECHNOLOGY GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1911/003874/06)
Share code: BTG & ISIN: ZAE000029526
("Bytes")
SALIENT DATES ANNOUNCEMENT
1. Introduction
Shareholders of Altron
and Bytes are referred to the joint announcement released by Altron and
Bytes on the Securities Exchange News Service ("SENS") of the JSE Limited
("the JSE") on 24 October 2007 in which the respective shareholders were
advised that Altron had expressed a firm intention to the board of
directors of Bytes to make an offer to acquire the 42.3% of the issued
ordinary share capital of Bytes that Altron and its subsidiaries (the "
Altron Group") do not already own (the "Bytes Minority Shares") from all
shareholders of Bytes other than the Altron Group ("Bytes Minority
Shareholders") in accordance with and as contemplated by the Securities
Regulation Code on Takeovers and Mergers (the "Proposed Bytes
Acquisition").
The implementation of the Proposed Bytes Acquisition is subject to the
fulfillment of the conditions precedent as set out in the announcement
released on SENS on 24 October 2007.
2. Scheme Meeting
Altron intends implementing the Proposed Bytes Acquisition by way of a
scheme of arrangement in terms of section 311 of the Companies Act, 1973
(Act 61 of 1973), as amended (the "Act"), to be proposed by Altron
between Bytes and its shareholders, other than the Altron Group, in terms
of which Altron will acquire all of the Bytes Minority Shares held by the
Bytes Minority Shareholders (the "Scheme").
Bytes Shareholders are advised that the High Court of South Africa
(Witwatersrand Local Division) has granted Bytes leave to convene the
scheme meeting to be held on Monday, 3 December 2007, at the registered
office of Allied Technologies Limited ("Altech"), 79 Central Street,
Houghton, Johannesburg, 2198, at 10:00, or immediately after the
conclusion of the Altech scheme meeting to be held at 9:30 on Monday, 3
December 2007, whichever is the later. (the "Scheme Meeting")
3. Important dates and times
The important dates and times set out below relate to the Scheme:
Date
Last day to trade Bytes shares on the JSE in order Thursday, 22 November 2007
to be recorded in the Bytes register on the record
date of the Scheme Meeting (see note 1 below) by
the close of business on
Record date of the Scheme Meeting in order to be Thursday, 29 November 2007
able to vote thereat on
Last day to lodge forms of proxy with the transfer Friday, 30 November 2007
secretaries for the Scheme Meeting by 10:00 on
Forms of proxy may also be handed to the Monday, 3 December 2007
chairperson of the Scheme Meeting up to ten
minutes before the Scheme Meeting commences on
Scheme Meeting held at 10:00 (or immediately after Monday, 3 December 2007
the conclusion of the Altech scheme meeting to be
held at 9:30 on Monday, 3 December 2007, whichever
is the later) on
Results of Scheme Meeting to be released on SENS Monday, 3 December 2007
on
Results of Scheme Meeting to be published in the Tuesday, 4 December 2007
South African press on
Scheme chairperson`s report to commence lying open Tuesday, 4 December 2007
for inspection.
Court hearing to sanction the Scheme (at 10:00 or Tuesday, 11 December 2007
as soon thereafter as Counsel may be heard in the
High Court of South Africa (Witwatersrand Local
Division)) on
Results of Court hearing to be released on SENS on Tuesday, 11 December 2007
Results of Court hearing to be published in the Wednesday, 12 December 2007
South African press on
Order of Court sanctioning the Scheme registered Wednesday, 12 December 2007
by the Companies and Intellectual Property
Registration Office of South Africa on or about
Finalisation Date once all conditions precedent Wednesday, 12 December 2007
have been fulfilled
Finalisation Date announcement to be released on Wednesday, 12 December 2007
SENS on
Finalisation Date announcement to be published in Thursday, 13 December 2007
the South African press on
Last day to trade Bytes shares on the JSE in order Friday, 4 January 2008
to be recorded in the Bytes register on the record
date of the Scheme by the close of business on
Date of suspension of Bytes`s listing on the JSE Monday, 7 January 2008
from the commencement of business on
Listing of the Altron consideration shares (Altron Monday, 7 January 2008
ordinary consideration shares Share Code: ATN
ISIN: ZAE000029658 and Altron participating
preference consideration shares Share Code : ATNP
ISIN: ZAE000029666) to commence on
Record date of the Scheme to determine Friday, 11 January 2008
participation in the Scheme
Last date and time for forms of election, Friday, 11 January 2008
surrender and transfer to be received by the
transfer secretaries (for the scheme consideration
to be posted on the operative date and for a valid
election to be made) by 12:00 on
The election record date on which date the
election period closes at 12:00 by which time
scheme participants must have elected to receive
the participating preference share consideration
or the ordinary share consideration, failing which
the scheme participants will be deemed to have
elected to receive the participating preference
share consideration
Operative date of the Scheme from the commencement Monday, 14 January 2008
of business on
Date on which the scheme consideration will be Monday, 14 January 2008
posted to certificated scheme participants if
forms of election, surrender and transfer and
documents of title are received by the transfer
secretaries on or prior to 12:00 on the record
date of the Scheme
or, failing that, the scheme consideration will be
posted to certificated scheme participants within
five business days of receipt of forms of
election, surrender and transfer and documents of
title by the transfer secretaries
Date on which dematerialised scheme participants
will have the scheme consideration credited to
their account held at their CSDP or broker.
Termination of Bytes`s listing on the JSE from the Tuesday, 15 January 2008
commencement of business on
4. Documentation
A circular, containing full details of the Scheme, will be posted to
Bytes shareholders on or about Monday, 12 November 2007.
Johannesburg
7 November 2007
Investment Bank to the transaction
Investec Bank Limited
(Registration number 1969/004763/06)
Sponsor to Altron and transactional sponsor to Bytes
Investec Bank Limited
(Registration number 1969/004763/06)
Sponsor to Bytes
Nedbank Capital, a division of Nedbank Limited
(Registration number 1969/010630/06)
Legal advisor to Altron
Edward Nathan & Sonnenbergs Inc.
(Registration number 2006/018200/21)
Legal advisor to Bytes
Bowman Gilfillan Inc.
(Registration number 1998/021409/21)
Independent advisor to Bytes
Rand Merchant Bank Limited, a division of FirstRand Bank Limited
(Registration number 1929/001225/06)
Reporting accountants to Altron and Bytes
KPMG Inc.
(Registration number 1999/21543/21)
Date: 07/11/2007 16:01:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
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.
