| Mon 29 Sep 2008, 15:25 | | ENV - EnviroServ - Results Of Scheme Meeting Comp |
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ENV
ENV
ENV - EnviroServ - Results Of Scheme Meeting, Competition Commission Approval,
And Revised Dates And Times
ENVIROSERV HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1994/000280/06
Share code: ENV
ISIN: ZAE000010989
("EnviroServ")
RESULTS OF SCHEME MEETING, COMPETITION COMMISSION APPROVAL, AND REVISED DATES
AND TIMES
1. INTRODUCTION
EnviroServ shareholders ("shareholders") are referred to:
- the announcements dated 4 August 2008, 27 August 2008, and 2 September
2008, respectively, in which, inter alia, shareholders were advised of the
scheme of arrangement proposed by Parchment Trading 72 (Proprietary)
Limited ("Parchment Trading 72") between EnviroServ and its shareholders
("the scheme"), the important dates and times in respect of the scheme, and
the notice of the scheme meeting; and
- the shareholder circular dated 6 September 2008 ("the circular").
2. RESULTS OF THE SCHEME MEETING
Shareholders are advised that the scheme has been approved by the requisite
majority of votes at the scheme meeting held today, Monday, 29 September 2008.
The scheme remains subject to the fulfilment of the following conditions, the
details of which are set out in the circular:
- the sanctioning of the scheme by the High Court of South Africa ("the
Court") and a certified copy of the Order of the Court sanctioning the
scheme being registered by the Registrar of Companies; and
- no material adverse change occurring prior to the sanctioning of the scheme
by the Court.
3. COMPETITION COMMISSION APPROVAL
Shareholders are advised that the Competition Commission approved the
transaction contemplated in terms of the scheme unconditionally on Monday, 22
September 2008.
4. REVISED DATES AND TIMES
Shareholders are advised that some dates and times as published in the
announcement dated 27 August 2008 and in the circular have since changed.
Shareholders are referred to the following revised dates and times:
Court hearing to sanction the scheme 10:00 (or so soon thereafter as
counsel may be heard) on
Tuesday, 7 October 2008
Announcement of the outcome of the Court Tuesday, 7 October 2008
application to sanction the scheme,
published on the Securities Exchange
News Service ("SENS") of the JSE Limited
("JSE")
Announcement of the outcome of the Court Wednesday, 8 October 2008
application to sanction the scheme
published in the press
Finalisation announcement on SENS Friday, 10 October 2008
If the scheme is sanctioned and all
conditions precedent are fulfilled:
Last day to trade in EnviroServ shares Friday, 17 October 2008
for shareholders to be eligible to
receive the scheme consideration
Suspension of the listing of EnviroServ Monday 20, October 2008
shares at commencement of trading
Record date on which shareholders must 17:00 on Friday, 24 October
be recorded in the register of 2008
shareholders in order to receive the
scheme consideration
The scheme consideration is expected to Monday, 27 October 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 17:00 on
Friday, 24 October 2008
or
Failing receipt of documents of title
before 12:00 on Friday, 24 October 2008
within five business days of receipt
thereof by the transfer secretaries:
The scheme consideration is expected to Monday, 27 October 2008
be credited to the dematerialised scheme
participants` accounts held at their
Central Securities Depository
Participant ("CSDP") or broker and share
balances updated
Operative date of the scheme, at the Monday, 27 October 2008
commencement of trading
EnviroServ shares delisted from the JSE Tuesday, 28 October 2008
from commencement of trading
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.
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 Friday, 17 October 2008 will not be
eligible to receive the scheme consideration.
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, 17 October 2008.
Sponsor to EnviroServ
Investec Bank Limited
Independent adviser to EnviroServ
Merrill Lynch South Africa (Proprietary) Limited
Attorneys to EnviroServ
Cliffe Dekker Hofmeyr Inc.
Reporting accountants to EnviroServ
Ernst & Young Inc.
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 (Proprietary) Limited
Germiston
29 September 2008
Date: 29/09/2008 15:25:12 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.
