| Tue 18 Dec 2007, 16:20 | | TAL - Tiger Automotive Limited - Important dates and times in respect of the |
|
TAL
TAL
TAL - Tiger Automotive Limited - Important dates and times in respect of the
scheme of arrangement
Tiger Automotive Limited
(Incorporated in the Republic of South Africa)
(Registration number 2005/042651/06)
Share code: TAL ISIN: ZAE000087482
("TiAuto" or "the company")
IMPORTANT DATES AND TIMES IN RESPECT OF THE SCHEME OF ARRANGEMENT
INTRODUCTION
An announcement was released on SENS on 12 December 2007 relating to a notice
of firm intention to make an offer to acquire all of the issued ordinary shares
in TiAuto (the "scheme shares") for a cash consideration of 1 751 cents per
scheme share ("the offer") submitted to the company by Ethos Private Equity
Fund V ("Ethos"), acting through Main Street 615 (Proprietary) Limited ("the
proposer").
The offer is to be implemented, subject to the conditions set out in the
announcement of 12 December 2007, by way of a scheme of arrangement ("the
scheme") in terms of section 311 of the Companies Act, 61 of 1973, as amended
("the Act"), to be proposed by the proposer between TiAuto and all of its
shareholders.
TiAuto shareholders are advised that in terms of an Order of Court dated
Tuesday, 18 December 2007, the High Court of South Africa has granted the
company leave to convene a meeting to consider the scheme ("scheme meeting"),
to be held at 10:00 on Monday, 21 January 2008 at 1st Floor, corner K101 and
Old Pretoria Road, Halfway House, Midrand, 1683.
IMPORTANT DATES AND TIMES
2007
Court grants application to convene the scheme
meeting on Tuesday, 18 December
2008
Last date to trade in TiAuto shares in order to be
recorded in the register to vote at the scheme meeting
(see note 2 below) on Wednesday, 9 January
Voting record date to vote at the scheme meeting
by close of trading on Wednesday, 16 January
Last date for receipt of proxies for the scheme meeting
by 10:00 (see note 3 below) on Thursday, 17 January
Scheme meeting to be held at 10:00 on Monday, 21 January
Release of results of scheme meeting on SENS on Monday, 21 January
Publication of results of scheme meeting in the press on Tuesday, 22 January
Court hearing to sanction the scheme (hereinafter
referred to as "the return date") on Tuesday, 29 January
Results of sanction hearing released on SENS on Tuesday, 29 January
Results of scheme published in the press on Wednesday, 30 January
Register order with Registrar on Wednesday, 30 January
Receive approval from Competition Authorities
(see note 5 below) on Wednesday, 13 February
If the scheme is sanctioned and becomes effective:
Final date on Thursday, 14 February
Last day to trade in order to participate in the scheme
consideration (see note 6 below) on Friday, 22 February
Suspension of listing of TiAuto shares at commencement
of trading on Monday, 25 February
Scheme consideration record date, being the date
on which scheme participants must be recorded in
the register to receive the scheme consideration,
by close of trading on Friday, 29 February
Operative date of the scheme at the commencement
of trading on Monday, 3 March
Scheme consideration posted to certificated scheme
participants (if documents of title are received on
or prior to 12:00 on the scheme consideration record date)
on or about Monday, 3 March
Dematerialised scheme participants` accounts (held at
their CSDP or broker) updated on or about Monday, 3 March
Termination of listing of TiAuto share s at the commencement
of trading on or about Tuesday, 4 March
Notes:
1. All dates and times may be changed by mutual agreement between TiAuto and
the proposer and/or may be subject to certain regulatory approvals. Any
change will be released on SENS and published in the press.
2. TiAuto shareholders should note that as transactions in shares are
settled in the electronic settlement system used by Strate, settlement of
trades takes place five business days after such trade. Therefore persons who
acquire TiAuto shares after Wednesday, 9 January 2008 will not be eligible to
vote at the scheme meeting, but will, provided the scheme is approved and they
acquire the TiAuto shares on or prior to Friday, 22 February 2008, participate
in the scheme consideration.
3. If a form of proxy is not received by the time and date shown above, it
may be handed to the chairman of the scheme meeting not later than 10 minutes
before the scheme meeting or adjourned scheme meeting is due to commence or
recommence.
4. All times given in this announcement are local times in South Africa.
5. To the extent that approval from the Competition Authorities is not
obtained on or before the return date and should the scheme be sanctioned, an
announcement will be released on SENS and published in the press advising
scheme participants of the final date and the scheme consideration record date
and the expected operative date.
6. TiAuto share certificates may not be dematerialised after
Friday, 22 February 2008.
CIRCULAR
A circular providing further information in respect of the scheme, and
containing, inter alia, a notice of the scheme meeting, an explanatory
statement, the scheme, an Order of Court, a form of proxy and a form of
surrender, will be posted to TiAuto shareholders on or about 20 December 2007.
Johannesburg
18 December 2007
Independent advisor and sponsor to TiAuto
SASFIN CAPITAL
Attorneys to TiAuto and attorneys to the scheme
Fluxmans Attorneys
Website: www.fluxmans.com
Fluxmans Inc. Registration No.: 2000/024775/21
Corporate advisor to the proposer
Hyde Park Capital
Attorneys and tax advisor to Ethos and the proposer
Webber Wentzel Bowens
Date: 18/12/2007 16:20:02 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.
