| Fri 18 Apr 2008, 16:55 | | PAP / SYA - Pangbourne / Siyathenga - Important Da |
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PAP SYA
PAP SYA
PAP / SYA - Pangbourne / Siyathenga - Important Dates And Times
Pangbourne Properties Limited
(Registration No. 1987/002352/06)
Share Code: PAP ISIN Code: ZAE000005252
("Pangbourne")
Siyathenga Property Fund Limited
(Registration No. 2004/005198/06)
Share Code: SYA ISIN Code: ZAE000069530
("Siyathenga")
IMPORTANT DATES AND TIMES
INTRODUCTION
Pangbourne and Siyathenga unitholders are referred to the previous
announcements in relation to the scheme of arrangement in terms of section
311 of the Companies Act, Act No. 61 of 1973, proposed by Pangbourne (the
"proposer"), between Siyathenga and its linked unitholders (other than the
proposer) ("the scheme"), in terms of which the proposer will acquire all
of the linked units in Siyathenga which it does not already own. In terms
of the scheme, Siyathenga linked unitholders (other than the proposer)
recorded in Siyathenga`s register on the scheme consideration record date,
will receive 0.55880 new Pangbourne combined units for every Siyathenga
linked unit held (rounded up or down to the nearest whole number).
A circular relating to the scheme was issued on Thursday, 17 April 2008.
The important dates and times for the scheme are as follows:
2008
Last day to trade in Siyathenga linked units Friday, 25 April
in order to be recorded in the register to
vote at the scheme meetings (see note 2
below) on
Voting record date to vote at the scheme Wednesday, 7 May
meetings by close of trading on
Last day for receipt of proxies for the Thursday, 8 May
Siyathenga shareholders` scheme meeting by
10:00 (see note 3 below) on
Last day for receipt of proxies for the Thursday, 8 May
Siyathenga debenture holders` scheme meeting
by 10:30 (see note 3 below) on
Siyathenga shareholders` scheme meeting be Monday, 12 May
held at 10:00 on
Siyathenga debenture holders` scheme meeting Monday, 12 May
be held at 10:30 (or ten minutes after the
conclusion of the Siyathenga shareholders`
scheme meeting whichever is the later) on
Results of scheme meetings released on SENS Monday, 12 May
on
Results of scheme meetings published in the Tuesday, 13 May
press on
Receive approval from Competition Authorities Wednesday, 14 May
(see note 5 below) on
Court hearing to sanction the scheme Tuesday, 20 May
(hereinafter referred to as "the return
date") on
Results of court hearing released on SENS on Tuesday, 20 May
Register order with Registrar on Wednesday, 21 May
Results of court hearing published in the Wednesday, 21 May
press on
If the scheme is sanctioned and becomes
effective
Final date Wednesday, 21 May
Last day to trade in order to participate in Friday, 30 May
the scheme consideration (see note 6 below)
Suspension of listing of Siyathenga linked Monday, 2 June
units at commencement of trading on
Scheme consideration record date, being the Friday, 6 June
date on which scheme participants must be
recorded in the register to receive the
scheme consideration, by close of trading on
Operative date of the scheme at the Monday, 9 June
commencement of trading on
Scheme consideration posted to certificated Monday, 9 June
scheme participants (if documents of title
are received on or prior to 12:00 on the
scheme consideration record date) on or about
Dematerialised scheme participants` accounts Monday, 9 June
(held at their CSDP or broker) updated on
Termination of listing of Siyathenga linked Monday, 9 June
units at the commencement of trading on
If the scheme does not become operative and
Pangbourne makes the substitute offer
Press announcement that substitute offer will To be released on SENS
be made and published in the
press
Substitute offer opens at 09:00 on To be released on SENS
and published in the
press
Last day to trade in Siyathenga linked units To be released on SENS
to participate in the substitute offer on and published in the
press
Siyathenga linked units trade "ex" the To be released on SENS
substitute offer on and published in the
press
Closing date of the substitute offer at 12h00 To be released on SENS
on and published in the
press
Substitute offer consideration posted to To be released on SENS
certificated offerees on and published in the
press
Dematerialised offerees have their accounts To be released on SENS
at their CSDP/broker credited with the and published in the
substitute offer consideration on press
Results of the substitute released on SENS To be released on SENS
and published in the press and notice given and published in the
in terms of section 440K(1) of the Companies press
Act on
Suspension of Siyathenga`s listing on the JSE To be released on SENS
at the commencement of trade (if section 440K and published in the
of the Companies Act is invoked) on press
Compulsory acquisition of Siyathenga linked To be released on SENS
units become effective (if applicable and and published in the
assuming no extension of the substitute press
offer) on
Notes:
1. All dates and times may be changed by mutual agreement between
Siyathenga 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. Affected Siyathenga linked unitholders should note that as
transactions in linked units 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 Siyathenga linked units
after Friday, 25 April 2008 will not be eligible to vote at the scheme
meetings, but will, provided the scheme is approved and they acquire the
Siyathenga linked units prior to Wednesday, 7 May 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 relevant scheme meeting not later
than 10 minutes before the relevant scheme meeting or adjourned scheme
meeting is due to commence or re commence.
4. All times given 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, the scheme consideration
record date and the expected operative date.
6. Siyathenga linked unit certificates may not be dematerialised after
Friday, 30 May 2008.
Craighall
18 April 2008
Corporate advisor, legal advisor and sponsor to Pangbourne and transaction
sponsor to Siyathenga
Java Capital (Proprietary) Limited
Sponsor to Siyathenga
Deloitte & Touche Sponsor Services (Proprietary) Limited
Attorneys to the scheme
Fluxmans Inc.
Date: 18/04/2008 16:55:49 Produced by the JSE SENS Department.
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