| Wed 27 Aug 2008, 9:00 | | ENV - Enviroserv Holdings Limited - Important dates and times in respect of the |
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ENV
ENV
ENV - Enviroserv Holdings Limited - Important dates and times in respect of the
scheme
ENVIROSERV HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1994/000280/06
Share code: ENV
ISIN: ZAE000010989
("EnviroServ")
IMPORTANT DATES AND TIMES IN RESPECT OF THE SCHEME
1. INTRODUCTION
EnviroServ shareholders ("shareholders") are referred to the announcement dated
4 August 2008 in which shareholders were advised that a consortium of investors
associated with Absa Capital Private Equity, acting through Parchment Trading 72
(Proprietary) Limited ("Parchment Trading 72"), submitted to the board of
directors of EnviroServ a firm intention to make an offer to acquire the entire
issued share capital of EnviroServ ("the offer"), being 113,371,208 ordinary
shares in EnviroServ, with a par value of R0.01 each, including shares issued
pursuant to the acceleration of the vesting dates of shares outstanding in terms
of the staff share incentive scheme, but excluding 11,727,647 treasury shares
and 294,825 shares issued to the share trust of the aforementioned staff share
incentive scheme, which have not been allocated. The offer is to be implemented
by way of a scheme of arrangement in terms of section 311 of the Companies Act,
No. 61 of 1973, as amended, proposed by Parchment Trading 72 between EnviroServ
and all of its shareholders ("the scheme").
The purpose of this announcement is to inform shareholders of the important
dates and times in respect of the scheme.
2. IMPORTANT DATES AND TIMES
Application to the High Court to convene Tuesday, 2 September 2008
the scheme meeting
Circular providing further information Saturday, 6 September 2008
on the offer and containing, inter alia,
the scheme, a notice of scheme meeting,
the order of the High Court convening
the scheme meeting, a form of proxy and
a form of surrender, will be posted to
shareholders
Last day to trade in EnviroServ shares Tuesday, 16 September 2008
in order to be recorded in the register
of shareholders on the voting record
date
Voting record date on which shareholders 17:00 on Tuesday, 23
must be recorded in the register of September 2008
shareholders in order to vote at the
scheme meeting
Last day and time for receipt of forms 09:00 on Thursday, 25
of proxy for the scheme meeting September 2008
Scheme meeting to be held at EnviroServ, 09:00 on Monday, 29
Brickfield Road, Meadowdale, Germiston, September 2008
1401
Results of the scheme meeting published Monday, 29 September 2008
on SENS
Report of chairperson of the scheme Tuesday, 30 September 2008
meeting available for inspection
Results of the scheme meeting published Tuesday, 30 September 2008
in the press
High Court hearing to sanction the Tuesday, 7 October 2008
scheme
Announcement of the outcome of the High Tuesday, 7 October 2008
Court application to sanction the
scheme, published on SENS
Announcement of the outcome of the High Wednesday, 8 October 2008
Court application to sanction the scheme
published in the press
Expected date for approval from the Thursday, 16 October 2008
competition authorities
Finalisation announcement on SENS Friday, 17 October 2008
If the scheme is sanctioned and all
conditions precedent are fulfilled:
Last day to trade in EnviroServ shares Friday, 24 October 2008
for shareholders to be eligible to
receive the scheme consideration
Suspension of the listing of EnviroServ Monday 27, October 2008
shares at commencement of trading
Record date on which shareholders must 17:00 on Friday, 31 October
be recorded in the register of 2008
shareholders in order to receive the
scheme consideration
The scheme consideration is expected to Monday, 3 November 2008
be posted or electronically transferred
(as the case may be) to certificated
scheme participants whose documents of
title are received by the transfer
secretaries on or before 12:00 on
Friday, 31 October 2008
or
Failing receipt of documents of title
before 12:00 on Friday, 31 October 2008
within five business days of receipt
thereof by the transfer secretaries
The scheme consideration is expected to Monday, 3 November 2008
be credited to the dematerialised scheme
participants` accounts held at their
CSDP or broker and share balances
updated
Operative date of the scheme, at the Monday, 3 November 2008
commencement of trading
EnviroServ shares delisted from the JSE Tuesday, 4 November 2008
from commencement of trade
Notes:
The above dates and times are subject to change. Any such change will be
published on SENS and in the press. Any reference to time is a reference to
South African time.
If a form of proxy is not received by the time and date shown above, it may be
handed to the chairperson of the scheme meeting up to 10 minutes before the
commencement of the scheme meeting or any adjournment thereof.
Shareholders should note that as EnviroServ is settling through Strate,
settlement for trade takes place five business days after such trade. Therefore
shareholders who acquire shares after Tuesday, 16 September 2008 will not be
eligible to vote at the scheme meeting.
If you wish to dematerialise your shares, please contact a CSDP or your broker.
It should be noted that you will only be able to dematerialise or rematerialise
your shares on or prior to Friday, 24 October 2008.
Sponsor to EnviroServ
Investec Bank Limited
Independent adviser to EnviroServ
Merrill Lynch South Africa (Pty) Ltd
Attorneys to EnviroServ
Cliffe Dekker Inc
Reporting accountants to EnviroServ
Ernst & Young
Lead private equity sponsor and transaction arranger
Absa Capital Private Equity
Investment Bank to Parchment Trading 72
Standard Bank
Attorneys to Parchment Trading 72
Roodt Inc
Due diligence advisers, tax advisers and corporate law advisers to Parchment
Trading 72
KPMG Services (Pty) Ltd
Germiston
27 August 2008
Date: 27/08/2008 09:00:03 Produced by the JSE SENS Department.
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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.
