| Wed 15 Oct 2008, 12:33 | | CUH / BFS - Credit U / Blue - Salient Dates of Scheme of Arrangement |
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BFS CUH
BFS CUH
CUH / BFS - Credit U / Blue - Salient Dates of Scheme of Arrangement
CREDIT U HOLDINGS LIMITED
(Formerly known as Kagisano Group Holdings Limited)
(Incorporated in the Republic of South Africa)
(Registration number: 2002/003827/06)
(JSE code: CUH ISIN: ZAE000115085)
("Credit U" or "the company")
BLUE FINANCIAL SERVICES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1996/006595/06)
(JSE Code: BFS ISIN: ZAE000083655)
("Blue")
SALIENT DATES OF SCHEME OF ARRANGEMENT
1. INTRODUCTION
Shareholders of Credit U are referred to the joint announcements released by
Credit U and Blue on the Securities Exchange News Service ("SENS") of the
JSE Limited ("the JSE") on 7 August 2008 and 17 September 2008 in which the
respective shareholders were advised that Blue had expressed a firm
intention to acquire the entire issued ordinary share capital of Credit U,
excluding the 2 250 000 treasury shares held by the Employee Share Incentive
Scheme, in accordance with and as contemplated by the Securities Regulation
Code on Takeovers and Mergers ("the offer" or "the proposed acquisition").
The implementation of the proposed acquisition is subject to the fulfilment
of the conditions precedent as set out in the announcement released on SENS
on 7 August 2008 and 17 September 2008.
2. SCHEME MEETING
Blue intends implementing the proposed acquisition by way of a scheme of
arrangement in terms of section 311 of the Companies Act, 1973 (Act 61 of
1973), as amended ("the Act"), to be proposed by Blue between Credit U and
its shareholders ("the scheme members") in terms of which Blue will acquire
all of the Credit U shares other than those held by the Credit U Share
Incentive Scheme. If the scheme is implemented, Credit U will become a
wholly-owned subsidiary of Blue and Credit U`s listing on the JSE will be
terminated. In terms of the scheme, scheme members will receive 44.5 Blue
ordinary shares for every 100 Credit U ordinary shares held ("the scheme
consideration").
Credit U shareholders are advised that the High Court of South Africa
(Transvaal Provincial Division) has granted Credit U leave to convene the
scheme meeting to be held on Wednesday, 12 November 2008, in the boardroom
of Credit U at Eco Fusion 4, Block B, Witch Hazel Street, Highveld,
Centurion, at 9:30 ("the scheme meeting").
The Order of Court and the notice convening the scheme meeting will be
published in the press on Friday, 17 October 2008.
3. IMPORTANT DATES AND TIMES
The important dates and times relating to the scheme are:
2008
Last day to trade Credit U shares on the
JSE in order to be recorded in the Credit
U register on the record date of the
scheme meeting by the close of business on Friday, 31 October
Record date of the scheme meeting in order
to be able to vote thereat on
Friday, 7 November
Last day to lodge forms of proxy with the
transfer secretaries for the scheme
meeting by 09:30 on Tuesday, 11 November
Forms of proxy may also be handed to the
chairperson of the scheme meeting up to
ten minutes before the scheme meeting
commences on Wednesday, 12 November
Scheme meeting held at 09:30 on Wednesday, 12 November
Results of scheme meeting to be released Wednesday, 12 November
on SENS on
Results of scheme meeting to be published
in the South African press on Thursday, 13 November
Scheme chairperson`s report to commence
lying open for inspection Tuesday, 18 November
Court hearing to sanction the scheme (at
10:00 or as soon thereafter as Counsel may
be heard in the High Court of South Africa
(Transvaal Provincial Division)) on Tuesday, 25 November
If the scheme is sanctioned:
Results of Court hearing to be released on
SENS on Wednesday, 26 November
Results of Court hearing to be published
in the South African press on Thursday, 27 November
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 the Court, is anticipated to be the
Competition Authorities` approval, which is expected to be obtained by
Wednesday, 26 November 2008. To the extent that the conditions precedent
are not fulfilled by Thursday, 27 November 2008, the dates set out below
will be extended accordingly, and conversely, to the extent that the
conditions precedent are fulfilled prior to Thursday,27 November 2008, the
dates set out below may be accelerated by agreement between Credit U and
Blue. Any changes to the salient dates and times will be released on SENS
and published in the press.
Order of Court sanctioning the scheme
registered by the Registrar on or about
(if the scheme is sanctioned) Wednesday, 26 November
Finalisation date announcement to be
released on SENS on Thursday, 27 November
Finalisation date announcement to be
published in the South African press on Friday, 28 November
Last day to trade Credit U shares on the
JSE in order to be recorded in the Credit
U register on the record date of the
scheme by the close of business on Friday, 5 December
Date of suspension in trade of Credit U`s
shares on the JSE from the commencement of
business on Monday, 8 December
Listing of Blue consideration shares
(Share code: BFS, ISIN: ZAE000083655) to
commence on Monday, 8 December
Record date of the scheme to determine
participation in the scheme Friday, 12 December
Last date and time for forms of election,
surrender and substitute offer acceptance
to be received by the transfer secretaries
(for the scheme consideration to be posted
on the operative date) by 12:00 on Friday, 12 December
Operative date of the scheme from the
commencement of business on Monday, 15 December
Date on which the scheme consideration
will posted to certificated scheme
participants if forms of election,
surrender and transfer and documents of
title are received by the transfer Monday, 15 December
secretaries on or prior to 12:00 on the
record date of the scheme
or, failing that, the scheme consideration
will be posted to certificated scheme
participants within five business days of
receipt of forms of election, surrender
and transfer and the relevant documents of
title by the transfer secretaries
Date on which dematerialised scheme
participants will have the scheme
consideration credited to their account
held at their CSDP or broker on Monday, 15 December
Termination of Credit U`s listing on the
JSE from the commencement of business on Wednesday, 17 December
Notes:
These dates and times are subject to change. Any such change will be
published in the South African press and on SENS. All times referred to
are South African times.
Credit U share certificates may not be dematerialised or rematerialised
after Friday, 5 December 2008.
4. DOCUMENTATION
A circular, containing full details of the scheme, will be posted to Credit
U shareholders on or about Friday, 17 October 2008.
Johannesburg
15 October 2008
Designated Adviser and Corporate Adviser to Credit U
Exchange Sponsors
Designated Adviser and Corporate Adviser to Blue
PSG Capital
Attorneys to Credit U
Edelstein Bosman Inc.
Date: 15/10/2008 12:33:15 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.
