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KWS
KWS
KWS - Kwikspace - Fulfilment Of Suspensive Conditions And Implementation Of
Scheme
Kwikspace Modular Buildings Limited
(Formerly Kwikspace Modular Buildings (Proprietary) Limited)
Incorporated in the Republic of South Africa
(Registration Number 1997/008959/06)
ISIN: ZAE000104287 Share Code: KWS
("Kwikspace")
FULFILMENT OF SUSPENSIVE CONDITIONS AND IMPLEMENTATION OF SCHEME
1. COURT SANCTION AND REGISTRATION
Shareholders of Kwikspace ("shareholders") are referred to the announcement
published on SENS on 13 January 2009 and in the press on 14 January 2009 in
which shareholders were advised that the proposed scheme of arrangement
(the "Scheme") was approved by the requisite majority of votes at the
Scheme meeting held on 13 January 2009.
Shareholders are advised that the Scheme has been sanctioned by the High
Court of South Africa (Witwatersrand Local Division). In addition, a
certified copy of the order of Court sanctioning the Scheme was registered
with the Registrar of Companies on Thursday 5 February 2009.
2. SUSPENSIVE CONDITIONS
Shareholders are referred to the suspensive conditions as documented in the
circular to shareholders dated 18 December 2008. It was mutually agreed by
Kwikspace and Clidet No 803 (Proprietary) Limited that the due date for
fulfilment of the suspensive conditions dealing with any "material adverse
change" and with any "frustrating action" would be 17h00 on 4 February
2009. Consequently, as all of the suspensive conditions to the Scheme have
now been fulfilled, Shareholders are advised that the Scheme will now be
implemented in accordance with the timetable set out below.
3. IMPLEMENTATION OF THE SCHEME
2009
Last day to trade to be eligible to participate in the Friday 13 February
Scheme
Kwikspace shares suspended on the JSE Monday 16 February
Record date for the Scheme Friday 20 February
Payment of the Scheme consideration Monday 23 February
Listing of Kwikspace shares on the JSE Limited ("JSE") Tuesday 24 February
terminated at commencement of trading
Notes:
1. The above dates and times are South African dates and times.
2. Any variation of the above dates and times, as agreed between
Kwikspace and Clidet No 803, and as may be approved by the Securities
Regulation Panel, the JSE and/or the Court (to the extent that such
approval is required) will be released on SENS.
3. Share certificates may not be dematerialised or rematerialised after
Friday 13 February 2009.
4. INTEREST PAYABLE
Included in the scheme consideration is interest payable from 1
February 2009 at a rate of 8.30% per annum which is based on the
interest rate on overnight call deposits as quoted by FirstRand Bank
Limited on 6 February 2009. This amounts to R0.04 per share.
Kliprivier
6 February 2009
Merchant bank and transaction sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Legal advisors to the Consortium
Cliffe Dekker Hofmeyr Incorporated
Legal advisor to Kwikspace
Prinsloo, Tindle & Andropoulos Incorporated
Funder to the Consortium
Investec Bank Limited
Independent lead sponsor
JP Morgan Equities Limited
Taxation advisor to the Consortium
Ernst & Young Advisory Services Limited
External Independent Advisor
Deloitte & Touche Corporate Finance
Transfer secretaries
Link Market Services South Africa (Proprietary) Limited
Date: 06/02/2009 11:30:01 Produced by the JSE SENS Department.
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completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
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howsoever arising, from the use of SENS or the use of, or reliance on,
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