| Tue 7 Oct 2008, 17:50 | | ENV - Enviroserv Holdings Limited - Parchment Trading 72(Proprietary) Limited - |
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ENV
ENV
ENV - Enviroserv Holdings Limited - Parchment Trading 72(Proprietary) Limited -
Sanctioning of the scheme and further 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")
PARCHMENT TRADING 72(PROPRIETARY) LIMITED
(Incorporated in the Republic of South Africa)
Registration number 2007/026507/07
("Parchment Trading 72")
SANCTIONING OF THE SCHEME AND FURTHER REVISED DATES AND TIMES
1. INTRODUCTION
EnviroServ shareholders ("shareholders") are referred to the announcement dated
29 September 2008 relating to the scheme of arrangement proposed by Parchment
Trading 72 between EnviroServ and its shareholders ("the scheme")
2. SANCTIONING OF THE SCHEME
Shareholders are advised that the scheme was sanctioned by the High Court of
South Africa today, being Tuesday, 7 October 2008. As a result of the
sanctioning of the scheme, and no material adverse change having occurred prior
to the sanctioning of the scheme, the final condition precedent outstanding at
this time is, therefore, the registration of the Order of Court with the
Registrar of Companies, which is expected to take place by 17 October 2008.
3. FURTHER REVISED DATES AND TIMES
Shareholders are further advised that some dates and times as published in the
announcement dated 29 September 2008 have since changed. Shareholders are
referred to the following revised dates and times:
Finalisation announcement on SENS Friday, 17 October 2008
Last day to trade in EnviroServ Friday, 24 October 2008
shares for shareholders to be
eligible to receive the scheme
consideration
Suspension of the listing of Monday 27, October 2008
EnviroServ shares at commencement of
trading
Record date on which shareholders 17:00 on Friday, 31 October
must be recorded in the register of 2008
shareholders in order to receive the
scheme consideration
The scheme consideration is expected Monday, 3 November 2008
to 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 Monday, 3 November 2008
to 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 Tuesday, 4 November 2008
JSE from commencement of trade
Notes:
1 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.
2 Shareholders should note that as EnviroServ settles through Strate,
settlement for trade takes place five business days after such trade.
Therefore shareholders who acquire shares after Friday, 24 October 2008
will not be eligible to receive the scheme consideration.
3 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.
4. INTEREST PAYABLE
Interest will be payable in cash on the scheme consideration, calculated at
1% below the prime rate (nominal annual compounded monthly in arrear),
charged by Absa Bank Limited. Interest will be calculated on the period
from Tuesday, 7 October 2008 to the operative date of the scheme, which is
expected to be Monday, 3 November 2008, including the first day and
excluding the last. The final details will be contained in the finalisation
announcement.
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
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
7 October 2008
Date: 07/10/2008 17:50:03 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.
