| Fri 13 Jun 2008, 15:00 | | TRT - Tourvest - Salient Dates Announcement |
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TRT
TRT
TRT - Tourvest - Salient Dates Announcement
Tourism Investment Corporation Limited
(Incorporated in the Republic of South Africa)
(Registration number 1996/008144/06)
JSE share code: TRT & ISIN: ZAE000012472
("Tourvest")
PRIMETIME TRADING 6 (Proprietary) Limited
(Incorporated in the Republic of South Africa)
(Registration number 2008/003870/07)
("Bidco")
SALIENT DATES ANNOUNCEMENT
1. Introduction
Shareholders of Tourvest are referred to the joint announcement released by
Imperial Holdings Limited and Tourvest on the Securities Exchange News
Service ("SENS") of the JSE Limited ("the JSE") on 24 April 2008 and
published in the press on 25 April 2008 in which Tourvest shareholders were
advised of the letter of firm intention submitted by Bidco to the board of
directors of Tourvest to make an offer ("offer") to acquire the entire
issued share capital of Tourvest, other than the 35 534 860 shares held by
Tourvest Holdings (Proprietary) Limited as treasury shares and 6 213 685
unallocated shares held by the Tourvest Share Incentive Trust ("excluded
shares"), for a cash consideration of 208 cents per share ("the scheme
consideration").
The implementation of the offer is subject to the fulfilment of the
conditions precedent as set out in the announcement released on SENS on 24
April 2008 and published in the press on 25 April 2008.
2. Scheme Meeting
Bidco intends implementing the offer by way of a scheme of arrangement in
terms of section 311 of the Companies Act, 1973 (Act 61 of 1973), as
amended, to be proposed by Bidco between Tourvest and its shareholders,
other than the holders of the excluded shares ("the scheme"). Tourvest
shareholders are advised that the High Court of South Africa (Witwatersrand
Local Division) has granted Tourvest leave to convene the scheme meeting to
be held on Monday, 7 July 2008, at Tourvest House, 33 West Street,
Houghton, Johannesburg, at 10:00 ("the scheme meeting").
3. Important dates and times
The important dates and times(i) set out below relate to the scheme:
2008
Last day to trade Tourvest shares on the Thursday, 26 June
JSE in order to be recorded in the Tourvest
register on the record date of the scheme
meeting
Record date of the scheme meeting in order Thursday, 3 July
to be able to vote thereat
Last day to lodge forms of proxy with the Friday, 4 July
transfer secretaries for the scheme meeting
(by 10:00)
Forms of proxy may also be handed to the Monday, 7 July
chairperson of the scheme meeting up to ten
minutes before the scheme meeting commences
Scheme meeting to be held (at 10:00) Monday, 7 July
Scheme chairperson`s report lies open for Monday, 7 July
inspection
Results of scheme meeting to be released on Monday, 7 July
SENS
Results of scheme meeting to be published Tuesday, 8 July
in the South African press
Court hearing to sanction the scheme (at Tuesday, 15 July
10:00 or as soon thereafter as Counsel may
be heard in the High Court of South Africa
(Witwatersrand Local Division))
Results of Court hearing to be released on Thursday, 17 July
SENS
The dates below are subject to the fulfilment of the conditions
precedent. The last outstanding condition precedent to be
fulfilled, other than the registration of the Order of Court, is
anticipated to be the Competition Authorities` approval, which is
expected to be obtained by Wednesday, 20 August 2008. To the
extent that the conditions precedent are not fulfilled by
Thursday, 21 August 2008, the dates set out below will be extended
accordingly, and conversely, to the extent that the conditions
precedent are fulfilled prior to Thursday, 21 August 2008, the
dates set out below may be accelerated by agreement between
Tourvest and Bidco. Any changes to the salient dates and times
will be released on SENS and published in the press.
Registration of the Order of the Court by Thursday, 21 August
the Registrar
Registration of the Order of Court, Thursday,21 August
fulfilment of conditions precedent and
finalisation date to be released on SENS
Registration of the Order of Court, Friday, 22 August
fulfilment of conditions precedent and
finalisation date
to be published in the press
Last day to trade Tourvest shares on the Friday, 29 August
JSE in order to be recorded in the Tourvest
register on the record date of the scheme
by the close of business(ii)
Date of suspension of Tourvest`s listing on Monday, 1 September
the JSE (from the commencement of business)
Record date of the scheme to determine Friday, 5 September
participation in the scheme
Last date and time for forms of surrender Friday, 5 September
and transfer and documents of title to be
received by the transfer secretaries (for
the scheme consideration to be posted on
the operative date) (by 12:00)
Operative date of the scheme (from the Monday, 8 September
commencement of business)(iii)
Termination of Tourvest`s listing on the Tuesday, 9 September
JSE (from the commencement of business)
Notes:
i) All times indicated above are South African times.
ii) No dematerialisation or rematerialisation of shares will take place after
Friday, 29 August 2008.
iii) The operative date of the scheme is the date from which the scheme
consideration will be made available or posted to certificated scheme
participants (if the form of surrender and transfer and the 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, within five business days of
receipt of the form of surrender and transfer and the relevant documents of
title by the transfer secretaries from 12:00 on the record date of the
scheme (Friday, 5 September 2008). Dematerialised scheme participants will
have the scheme consideration credited to their account held at their CSDP
or broker on the operative date.
iv) Any change to the above dates and times agreed upon by Bidco and Tourvest
will be advised to shareholders by release on SENS and publication in the
press.
4. Independent expert opinion
Deloitte & Touche Corporate Finance has been appointed as independent
expert to the board of Tourvest ("the board") to give an opinion on the
scheme. Deloitte & Touche Corporate Finance has delivered to the board an
opinion included in the circular to the effect that, as at the date of the
opinion and based upon and subject to the factors and assumptions detailed
in its letter, the terms and conditions of the scheme are fair and
reasonable to the scheme members.
5. Documentation
A circular, containing full details of the scheme, has been posted to
Tourvest shareholders on Friday, 13 June 2008 ("circular"). Further copies
of the circular will be available from the registered office of Tourvest at
Tourvest House, 33 West Street, Houghton. Shareholders are advised to
consult the circular for further details.
Johannesburg
13 June 2008
Sponsor
Investec Bank Limited
Legal advisors to Tourvest
Cliffe Dekker Inc.
Independent Expert
Deloitte & Touche Corporate Finance
Date: 13/06/2008 15:00:01 Produced by the JSE SENS Department.
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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.
