| Wed 11 Mar 2009, 10:51 | | CEL - Celcom - Salient Dates Announcement: V Cellular Disposal Scheme Of |
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CEL
CEL
CEL - Celcom - Salient Dates Announcement: V Cellular Disposal, Scheme Of
Arrangement And Delisting Of Celcom
CELCOM GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/021219/06)
JSE code: CEL & ISIN: ZAE000087490
(the "company" or "Celcom")
SALIENT DATES ANNOUNCEMENT: V CELLULAR DISPOSAL, SCHEME OF ARRANGEMENT AND
DELISTING OF CELCOM
Shareholders are referred to the SENS announcement of 15 December 2008 detailing
the proposed sale of the business conducted by Celcom`s wholly-owned subsidiary
V Cellular Stores (Proprietary) Limited, the proposal of a scheme of arrangement
in terms of section 311 of the Companies Act between Celcom and certain of its
shareholders in terms of which Celcom will acquire all of the issued ordinary
shares held by those shareholders and the subsequent delisting of Celcom from
the JSE (the "transactions").
A circular relating to the transactions has been issued to Celcom shareholders
as of today, 11 March 2009.
The salient dates regarding the implementation of the transactions are as
follows:
2009
Court grants order for leave to convene the Tuesday, 10 March
scheme meeting on
Last day to trade Celcom shares on the JSE
in order to be recorded in the register of
members of Celcom to vote at the scheme Friday, 27 March
meeting on (note 2)
Record date to vote at the scheme meeting Friday, 3 April
at 17h00 on
Last day for receipt of forms of proxy for
the annual general meeting (grey) by 10h00 Friday, 3 April
on (note 3)
Last day for receipt of forms of proxy for
the scheme meeting (green) by 10h30 on Friday, 3 April
(notes 4 and 5)
Annual general meeting to be held at 10h00 Tuesday, 7 April
on
Scheme meeting to be held at 10h30 or Tuesday, 7 April
immediately after the preceding annual
general meeting (whichever is the later) on
Announcement of results of the scheme
meeting and the annual general meeting on Tuesday, 7 April
SENS on
Announcement of results of the scheme
meeting and the annual general meeting in Wednesday, 8 April
the press on
Court hearing to sanction the scheme on Tuesday, 21 April
Announcement on SENS regarding the Tuesday, 21 April
sanctioning of the scheme on
Announcement in the press regarding the Thursday, 23 April
sanctioning of the scheme on
Registration of order sanctioning scheme by Thursday, 23 April
Registrar on
If the scheme is sanctioned and
implemented:
Expected last day to trade Celcom shares on
the JSE in order for scheme participants to
be eligible to receive the scheme Thursday, 30 April
consideration on (note 6)
Expected scheme consideration record date,
being the date on which scheme members must
be recorded in the register of members of
Celcom in order to be scheme participants Friday, 8 May
and so become entitled to receive the
scheme consideration, at 17h00 on
Expected operative date of the scheme, at
the commencement of trading on the JSE on Monday, 11 May
The scheme consideration expected to be
transferred or posted (as the case may be),
to certificated scheme participants whose
documents of title are received by the Monday, 11 May
transfer secretaries before 12h00 on
Friday, 8 May 2009 on or about
Or
failing receipt of documents of title
before 12h00 on Friday, 8 May 2009, within
five business days of receipt thereof by
the transfer secretaries
The scheme consideration is expected to be Monday, 11 May
credited to the accounts of dematerialised
scheme participants held at their CSDP or
broker and share balances updated on
The listing of Celcom will terminate at Tuesday, 12 May
commencement of business on
Notes:
1. The abovementioned times and dates are South African times and dates, and
are subject to change. Any such change will be published on SENS and in the
press.
2. Shareholders are advised that as trading in Celcom shares on the JSE is
settled within the Strate environment five business days following the
trade, shareholders acquiring dematerialised shares after Friday, 27 March
2009 will not be eligible to vote at the scheme meeting.
3. If the date of the annual general meeting is adjourned or postponed, forms
of proxy must be received by no later than 24 hours prior to the time of
the adjourned or postponed annual general meeting, provided that for the
purposes of calculating the latest time by which forms of proxy must be
received, Saturdays, Sundays and public holidays will be excluded.
4. If a form of proxy for the scheme meeting is not received by the time and
date shown above, it may be handed to the chairman of the scheme meeting by
not later than 10 minutes before the scheme meeting is due to commence.
5. If the date of the scheme meeting is adjourned or postponed, forms of proxy
must be received by no later than 48 hours prior to the time of the
adjourned or postponed scheme meeting, provided that for the purposes of
calculating the latest time by which forms of proxy must be received,
Saturdays, Sundays and public holidays will be excluded.
6. Shareholders may not dematerialise or rematerialise their existing ordinary
shares after Thursday, 30 April 2009.
11 March 2009
Corporate advisor, legal advisor and designated advisor
Java Capital (Proprietary) Limited
Date: 11/03/2009 10:51:01 Produced by the JSE SENS Department.
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