| Wed 7 Nov 2007, 16:03 | | ATN/ATNP/ALT - Altron/Altech - Salient dates annou |
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ATN ALT ATNP
ATN ALT
ATN/ATNP/ALT - Altron/Altech - 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")
ALLIED TECHNOLOGIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1946/020415/06)
Share code: ALT & ISIN: ZAE000015251
("Altech")
SALIENT DATES ANNOUNCEMENT
1. Introduction
Shareholders of Altron and Altech are referred to the joint announcement
released by Altron and Altech 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 Altech to make an offer to acquire
the 38.2% of the issued ordinary share capital of Altech that Altron and
its subsidiaries (the "Altron Group") including Altron One Nominees
(Proprietary) Limited (collectively the "Excluded Members") do not
already own (the "Altech Minority Shares") from all shareholders of
Altech other than the Excluded Members ("Altech Minority Shareholders")
in accordance with and as contemplated by the Securities Regulation Code
on Takeovers and Mergers (the "Proposed Altech Acquisition").
The implementation of the Proposed Altech 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 Altech 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 Altech and its shareholders, other than the Excluded Members, in
terms of which Altron will acquire all of the Altech Minority Shares held
by the Altech Minority Shareholders (the "Scheme").
Altech shareholders are advised that the High Court of South Africa
(Witwatersrand Local Division) has granted Altech leave to convene the
scheme meeting to be held on Monday, 3 December 2007, at the registered
office of Altech, 79 Central Street, Houghton, Johannesburg, 2198, at
9:30, or immediately after the conclusion of the Altron general meeting
to be held at 9:00 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 Altech shares on the JSE in Thursday, 22 November 2007
order to be recorded in the Altech register
on the record date of the Scheme Meeting by
the close of business on
Record date of the Scheme Meeting in order to Thursday, 29 November 2007
be able to vote thereat on
Last day to lodge forms of proxy with the Friday, 30 November 2007
transfer secretaries for the Scheme Meeting
by 9:30 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 9:30 (or immediately Monday, 3 December 2007
after the conclusion of the Altron general
meeting to be held at 9:00 on Monday, 3
December 2007, whichever is the later) on
Results of Scheme Meeting to be released on Monday, 3 December 2007
SENS on
Results of Scheme Meeting to be published in Tuesday, 4 December 2007
the South African press on
Scheme chairperson`s report to commence lying Tuesday, 4 December 2007
open for inspection
Court hearing to sanction the Scheme (at Tuesday, 11 December 2007
10:00 or 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 Tuesday, 11 December 2007
SENS on
Results of Court hearing to be published in Wednesday, 12 December 2007
the South African press on
Order of Court sanctioning the Scheme Wednesday, 12 December 2007
registered by the Companies and Intellectual
Property Registration Office of South Africa
on or about
Finalisation Date once all conditions Wednesday, 12 December 2007
precedent have been fulfilled
Finalisation Date announcement to be released Wednesday, 12 December 2007
on SENS on
Finalisation Date announcement to be Thursday, 13 December2007
published in the South African press on
Last day to trade Altech shares on the JSE in Friday, 4 January 2008
order to be recorded in the Altech register
on the record date of the Scheme by the close
of business on
Date of suspension of Altech`s listing on the Monday, 7 January 2008
JSE from the commencement of business on
Listing of the Altron consideration shares Monday, 7 January 2008
(Altron 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 Monday, 14 January 2008
commencement of business on
Date on which the scheme consideration will Monday, 14 January 2008
be 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 Altech`s listing on the JSE Tuesday, 15 January 2008
from the commencement of business on
4. Documentation
A circular, containing full details of the Scheme, will be posted to Altech
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 Altech
Investec Bank Limited
(Registration number 1969/004763/06)
Legal advisor to Altron
Edward Nathan & Sonnenbergs Inc.
(Registration number 2006/018200/21)
Legal advisor to Altech
HR Levin Attorneys, Notaries & Conveyancers
(Practice number M2841)
Independent advisor to Altech
Nedbank Capital, a division of Nedbank Limited
(Registration number 1969/010630/06)
Reporting accountants to Altron
KPMG Inc.
(Registration number 1999/21543/21)
Reporting accountants to Altech
PKF (Jhb) Inc.
(Registration number 1994/001166/21)
Date: 07/11/2007 16:03:01 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.
