| Thu 16 Oct 2008, 11:27 | | ENV - EnviroServ - Fulfilment Of Conditions Precedent And Implementation |
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ENV
ENV
ENV - EnviroServ - Fulfilment Of Conditions Precedent And Implementation
Information
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")
FULFILMENT OF CONDITIONS PRECEDENT AND IMPLEMENTATION INFORMATION
Further to the announcement released on the Securities Exchange News Service of
the JSE Limited ("JSE") on Tuesday, 7 October 2008 relating to the scheme of
arrangement in terms of section 311 of the Companies Act, 1973, as amended,
proposed by Parchment Trading 72 between EnviroServ and its ordinary
shareholders ("the Scheme"), shareholders are advised that the outstanding
condition precedent, being the registration of the Order of Court sanctioning
the Scheme, has now been fulfilled.
Accordingly, the dates and times for the implementation of the Scheme are as
follows:
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 and time on which 17:00 on Friday, 31 October
shareholders must be recorded in the 2008
register of 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 Central Securities
Depository Participant ("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 trading.
Notes:
1. 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.
2. 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.
INTEREST PAYABLE
Interest is payable on the scheme consideration, calculated at 1% below the
prime rate (nominal annual compounded monthly in arrear) charged by Absa Bank
Limited, for the period from Tuesday, 7 October 2008 until the operative date of
the scheme (3 November 2008), including the first day and excluding the last. As
a result, interest of R0.1695 will be payable in cash in addition to the scheme
consideration of R16.60 per share.
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
16 October 2008
Date: 16/10/2008 11:27:02 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.
