| Thu 11 Dec 2008, 15:22 | | JCD - JCI Limited - Important Dates And Times In Respect Of The Scheme Of |
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JCD KRHT
JCD
JCD - JCI Limited - Important Dates And Times In Respect Of The Scheme Of
Arrangement - Renewal Of Cautionary Announcement
JCI LIMITED
("JCI" or "the Company")
(Incorporated in the Republic of South Africa)
(Registration number 1894/000854/06)
Share code: JCD (Suspended)
ISIN: ZAE0000039681
IMPORTANT DATES AND TIMES IN RESPECT OF THE SCHEME OF ARRANGEMENT
RENEWAL OF CAUTIONARY ANNOUNCEMENT
INTRODUCTION
It was jointly announced by JCI and Randgold and Exploration Company Limited
("R&E") on SENS on 23 April 2007 that the boards of JCI and R&E had resolved
to propose a merger between the two companies as the best means of preserving
value between the two companies.
The proposed merger is to be implemented by way of a scheme of arrangement
("the scheme") in terms of section 311 of the Companies Act, 61 of 1973, as
amended ("the Act"), to be proposed by R&E between JCI and its shareholders,
other than R&E ("scheme participants"). Upon the scheme becoming operative,
scheme participants will be required to exchange their shares in JCI for
shares in R&E, thereby effectively merging the two companies. The proposed
exchange ratio is 1 R&E share for every 95 JCI shares in issue. Fractions
will not be allocated. In the event of a scheme participant`s entitlement
being rounded down as provided for in the scheme, such scheme participant
will receive a cash payment in lieu of such fraction.
If the scheme is successfully concluded, R&E shareholders and JCI
shareholders will, respectively, own approximately 77% and 23% of R&E`s
issued share capital and JCI will become a wholly owned subsidiary of R&E.
On Thursday, 4 December 2008 R&E announced that it had received approval from
the JSE Limited ("JSE") of its circular and would proceed with the proposal.
The circular to R&E shareholders was posted on or about Friday, 5 December
2008.
JCI shareholders are advised that following approval by both the JSE and the
Securities Regulation Panel, and in terms of an Order of Court dated Tuesday,
9 December 2008, the High Court of South Africa has granted JCI leave to
convene a meeting to consider the scheme ("scheme meeting"), to be held at
14:00 on Monday, 19 January 2009 at the Hilton Hotel, Rivonia Road, Sandton,
2001.
IMPORTANT DATES AND TIMES
2009
Last day to trade in JCI shares in order to Thursday, 8 January
be recorded in the register to vote at the
scheme meeting (see note 3 below) on
Voting record date to vote at the scheme Thursday, 15 January
meeting by close of trading on
Last day for receipt of proxies for the Friday, 16 January
scheme meeting by 14h00 (see note 2 below)
on
Scheme meeting to be held at 14h00 on Monday, 19 January
Publication of results of scheme meeting on Monday, 19 January
SENS on
Publication of results of scheme meeting in Tuesday, 20 January
the South African press on
Court hearing to sanction the scheme Tuesday, 27 January
(hereinafter referred to as "the return
date") on
Results of court hearing published on SENS Tuesday, 27 January
on
Results of court hearing published in the Wednesday, 28 January
South African press on
If the scheme is sanctioned and all
conditions precedent are fulfilled:
Final date - date on which it will be Friday, 6 February
announced that all conditions shall have
been fulfilled, giving salient dates on
Last day to trade in JCI shares (over the Friday, 13 February
counter) for shareholders to be eligible to
receive the scheme consideration on
Record date by 17:00 on which scheme Friday, 20 February
participants must be recorded in the
register in order to receive the scheme
consideration on
Operative date of the scheme, at the Monday, 23 February
commencement of trading on
Certificated scheme participants will, Monday, 23 February
provided that documents of title and duly
signed surrender documents are received, be
issued with R&E shares and, if applicable,
the cash application proceeds, on or about
Dematerialised scheme participants will, Monday, 23 February
provided that their CSDPs register transfer
of their scheme shares in favour of R&E, be
issued with R&E shares and, if applicable,
receive the cash application proceeds on or
about
Termination of listing of JCI shares on the Tuesday, 24 February
JSE from the commencement of trading on
Listing of scheme consideration shares on Tuesday, 24 February
the JSE (note: the listing of such shares
will be suspended immediately upon listing)
on
Notes:
These dates and times are subject to change. Any such change will be
published on SENS and in the South African 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 chairman of the scheme meeting up to 10 minutes before the
commencement of the scheme meeting or any adjourned scheme meeting.
Shareholders on the South African register should note that as JCI is
settling through Strate, settlement for trade takes place 5 business days
after such trade. Therefore persons who acquire shares in JCI after Thursday,
8 January 2009 will not be eligible to vote at the scheme meeting.
Shareholders will only be able to dematerialise their shares on or prior to
Friday, 13 February 2009.
POSTING OF CIRCULAR
A circular providing full information in respect of the scheme, and
containing, inter alia, a notice of the scheme meeting, an explanatory
statement, the scheme, an Order of Court, a form of proxy and a form of
surrender, will be posted to JCI shareholders on or about 15 December 2008.
RENEWAL OF CAUTIONARY ANNOUNCEMENT
Further to the cautionary announcements relating to the proposal, the last of
which was dated 24 November 2008, shareholders are advised to continue to
exercise caution in dealing in their shares (over the counter).
Johannesburg
11 December 2008
Corporate adviser and sponsor to JCI
Sasfin Capital
A division of Sasfin Bank Limited
Corporate Law Advisers to the scheme
Taback and Associates (Proprietary) Limited
Auditors and reporting accountants to JCI
KPMG Inc.
Attorneys to JCI
Routledge Modise Inc.
Date: 11/12/2008 15:22:25 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.
