| Fri 16 Jan 2009, 7:05 | | GEN - Bond Exchange of South Africa - Salient Dates And Times In Respect Of The |
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JSE
GEN
GEN - Bond Exchange of South Africa - Salient Dates And Times In Respect Of The
Scheme Of Arrangement
Bond Exchange of South Africa Limited
(Incorporated in the Republic of South Africa)
(Registration number 2007/034441/06)
("BESA")
SALIENT DATES AND TIMES IN RESPECT OF THE SCHEME OF ARRANGEMENT
1. Introduction
Shareholders are referred to the SENS announcements dated 27 October 2008 and 10
December 2008 in which shareholders were advised that the JSE Limited ("JSE"),
would make a conditional offer to acquire all the BESA ordinary shares in issue
("Shares") (the "Offer") and that BESA and the JSE had agreed to implement the
Offer by way of a scheme of arrangement in terms of Section 311 of the Companies
Act No 61of 1973, as amended (the "Companies Act") (the "Scheme").
2. Scheme meeting
Shareholders are advised that in terms of an Order of Court dated 13 January
2009 the High Court of South Africa (Witwatersrand Local Division) has granted
BESA leave to convene a meeting to consider the Scheme ("Scheme Meeting"), to be
held at 10:00 on Friday 6 February 2009 (or any adjourned date to be determined
by the Chairperson) at the InterContinental Sandton Sun Hotel, corner Fifth and
Alice Streets, Sandton, South Africa.
3. Salient dates and times
2009
Court Order to convene Scheme Meeting Tuesday, 13 January
Notice of Scheme Meeting published in the Friday, 16 January
press (Business Day and Beeld)
Notice of Scheme Meeting published in the Sunday, 18 January
press (Sunday Times and Rapport)
Voting Last Day to Trade - Last day to 17:00 on Wednesday,
trade Shares to be registered in the 28 January
register in order to be able to vote at the
Scheme Meeting at
Voting Record Date - Last day to be 10:00 on Wednesday,
registered in the register in order to be 4 February
able to vote at the Scheme Meeting at (Note
1)
Latest time and date for forms of proxy for 10:00 on Wednesday,
the Scheme Meeting to be lodged at (Note 2) 4 February
Scheme Meeting to be held at 10:00 on Friday, 6
February
Results of the Scheme Meeting released by Friday, 6 February
BESA on BESA`s website and by the JSE on
SENS on
Results of the Scheme Meeting published in Monday, 9 February
the Press on
Report of chairperson of the Scheme Meeting Monday, 16 February
available for inspection on
Expected date for Court hearing to sanction Tuesday, 5 May
the Scheme at 10:00 (or as soon thereafter
as counsel may be heard) on (Note 3)
Expected date for announcement of Court Tuesday, 5 May
sanction of the Scheme released by BESA on
BESA`s website and by the JSE on SENS on
Expected date for announcement of Court Wednesday, 6 May
sanction of the Scheme published in the
Press on
Expected date for registering the Order of Wednesday, 6 May
Court sanctioning the Scheme with the
Registrar (if the Scheme is sanctioned) on
If the Scheme is sanctioned and all
conditions precedent are fulfilled:
Expected announcement of finalisation date Wednesday, 6 May
released by the JSE on SENS on
Expected Scheme Consideration Last Day to 17:00 on Friday, 8 May
Trade - Last day to trade Shares to be
registered in the register in order to be
eligible to receive the scheme
consideration at
Expected Scheme Consideration Record Date - 17:00 on Friday, 15 May
Expected Last Day to be registered on the
register in order to be eligible to receive
the scheme consideration at
Expected Operative Date on Monday, 18 May
Scheme Consideration will: Monday, 18 May
(a) if documents of title are received on
or before 12:00 on the Scheme Consideration
Record Date, be posted to scheme
participants or deposited directly into
their bank accounts should they provide
bank account details on the form of
surrender on the Operative Date, which is
expected to be;
if documents of title are received after within 5 Business Days
the Scheme Consideration Record Date, be after receipt of the
posted to Scheme Participants Documents of Title
Long Stop Date, whereafter the Scheme fails Tuesday, 30 June
due to non-fulfilment of any of the
conditions precedent
Notes:
1. Shareholders should note that Shareholders who are registered on the
register after 10:00 on Wednesday, 4 February 2009 will not be eligible to vote
at the Scheme Meeting.
2. If a form of proxy is not received by the time and date shown above, it may
be handed to the chairperson of the Scheme Meeting by no later than 10 (ten)
minutes before the Scheme Meeting is due to commence.
3. These dates and times are subject to change. In particular, dates
indicated as "expected" may change due to delays beyond the control of the JSE
and BESA in obtaining the approval of the Court, the South African competition
authorities, Financial Services Board and/or the Exchange Control Division of
the South African Reserve Bank. An announcement regarding any such change will
be released by BESA on its website and by the JSE on SENS and published in the
Press.
4. Any reference to time is a reference to local South African time. Any
changes to the above dates and times will be released by BESA on its website and
by the JSE on SENS and published in the Press.
4. Circular
A circular which has been approved by the Securities Regulation Panel providing
further information in respect of the Scheme and containing, inter alia, a
notice of Scheme Meeting, an explanatory statement, the Scheme of Arrangement,
the Order of Court, a form of proxy and a form of surrender and transfer, will
be issued on or around 20 January 2009 and posted to Shareholders on that date.
The circular is available in English only and additional copies may be obtained
from the registered offices of BESA.
Melrose Arch, Johannesburg
16 January 2009
Financial Advisor to BESA
Absa Capital
Attorneys to the Scheme
Webber Wentzel
Legal advisor to BESA
Edward Nathan Sonnenbergs Inc
Date: 16/01/2009 07:05:02 Produced by the JSE SENS Department.
