| Thu 3 Apr 2008, 9:57 | | CLE/CLI - Clientele Life/ Clientele - Important matters and dates pertinent to |
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CLE
CLE
CLE/CLI - Clientele Life/ Clientele - Important matters and dates pertinent to
the scheme of arrangement
Clientele Life Assurance Company Limited
(Incorporated in the Republic of South Africa)
(Registration number 1973/016606/06)
Share code: CLE ISIN: ZAE000013397
("Clientele Life")
Clientele Limited
(Formerly, Newshelf 901 (Proprietary) Limited)
(Incorporated in the Republic of South Africa)
(Registration number 2007/023806/06)
Share code: CLI
("Clientele")
IMPORTANT MATTERS AND DATES PERTINENT TO THE SCHEME OF ARRANGEMENT IN TERMS OF
SECTION 311 OF THE COMPANIES ACT, 1973 (ACT 61 OF 1973), AS AMENDED, TO BE
PROPOSED BY CLIENTeLE BETWEEN CLIENTeLE LIFE AND ITS SHAREHOLDERS ("THE SCHEME")
AND THE LISTING OF THE SHARES OF CLIENTeLE ON THE JSE LIMITED ("THE JSE")
1. Introduction
Further to the announcement of 17 March 2008, Clientele Life shareholders are
hereby advised of the following matters and dates.
2. Meeting in regard to the scheme
In terms of an Order of the High Court of South Africa ("the Court"), a meeting
of Clientele Life shareholders will be held at 09:00 on Wednesday, 30 April 2008
at Clientele House, Morningview Office Park, corner Rivonia and Alon Roads,
Morningside, South Africa ("the scheme meeting") in order to consider and vote
on the scheme.
3. Conditions precedent
The scheme is expected to become operative on Monday, 26 May 2008 after
fulfilment of the following conditions precedent:
- the scheme being approved by a majority representing not less than three-
fourths of the votes exercisable by the Clientele Life shareholders present and
voting, either in person or by proxy, at the scheme meeting;
- the Court sanctioning the scheme;
- a certified copy of the Order of Court sanctioning the scheme being registered
by the Registrar of Companies;
- the Registrar of Insurance approving the implementation of the scheme; and
- all other legal and necessary regulatory approvals and consents to the
implementation of the scheme being obtained.
4. Important dates and times
Shareholders of Clientele Life are reminded of the following expected important
dates and times pertinent to the scheme and the listing of the shares of
Clientele on the JSE:
2008
Last day to trade shares of Clientele Life on
the JSE in order to vote at the scheme meeting on Thursday, 17 April
Voting record date for purposes of being entitled
to vote at the scheme meeting on Thursday, 24 April
Last day for receipt of proxies for the scheme meeting,
by 09:00 (see note 3 below) on Friday, 25 April
Scheme meeting to be held at 09:00 on Wednesday, 30 April
Results of scheme meeting released on SENS on Wednesday, 30 April
Results of scheme meeting published in the press on Monday, 5 May
Court hearing to sanction the scheme on Tuesday, 13 May
Fulfilment of conditions precedent released on SENS on Wednesday, 14 May
Fulfilment of conditions precedent published in
the press on Wednesday, 14 May
Expected last day to trade on the JSE for shareholders
of Clientele Life to be eligible to receive the scheme
consideration on Friday, 16 May
Expected suspension of listing of Clientele Life shares
on the JSE from the commencement of trading on
the JSE on Monday, 19 May
Expected commencement of the listing of the shares
of Clientele on the JSE from the commencement of
trading on the JSE on Monday, 19 May
Expected scheme consideration record date on which
shareholders of Clientele Life must be recorded in
the register in order to receive the scheme
consideration on Friday, 23 May
Expected operative date of the scheme at the
commencement of trading on the JSE on Monday, 26 May
Expected termination of the listing of the shares of
Clientele Life on the JSE from the commencement
of trading on the JSE on Monday, 26 May
Scheme consideration expected to be posted by registered
mail to certificated scheme participants (if documents of
title are received by the transfer secretaries on or
before 12:00 on the scheme consideration record date) on Monday, 26 May
OR
failing receipt of documents of title on or before 12:00 on
the scheme consideration record date, within five business
days of receipt thereof by the transfer secretaries
of Clientele Life Monday, 26 May
Dematerialised scheme participants expected to have
their accounts held at their Central Securities Depository
Participant or broker credited with the scheme
consideration on Monday, 26 May
Notes:
1. All or any of the above dates and times are subject to change. Any such
change will be released on SENS and published in the press.
2. Shareholders of Clientele Life are advised that as trading in shares is
settled within the Strate environment five business days following a trade,
shareholders acquiring shares after Thursday, 24 April 2008 will not be eligible
to vote at the scheme meeting.
3. If a form of proxy for the scheme meeting is not received by the time and
date shown above, it may be handed to the chairperson of the scheme meeting not
less than 10 minutes before the scheduled time for the commencement of the
scheme meeting.
4. No dematerialisation or rematerialisation of Clientele Life share
certificates may take place after Friday, 16 May 2008.
5. Circular and further announcement
A circular containing full detail of the scheme and the Pre-listing Statement of
Clientele, as approved by the JSE and Securities Regulation Panel, will be
posted to shareholders of Clientele Life on Friday, 4 April 2008.
An announcement reporting on the outcome of the scheme meeting is expected to be
made on or about Wednesday, 30 April 2008.
Johannesburg
3 April 2008
Corporate adviser and sponsor
PricewaterhouseCoopers
Corporate Finance (Pty) Ltd
Registration number 1970/003711/07
Attorneys
Edward Nathan Sonnenbergs Inc.
Registration number 2006/018200/21
Auditors and reporting accountants
PricewaterhouseCoopers Inc
Chartered Accountants (SA)
Registration number 1998/012055/21
Date: 03/04/2008 09:57:15 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.
