| Wed 8 Apr 2009, 7:05 | | ERM - Enterprise Risk Management Limited - Important dates and times in respect |
|
ERM
ERM
ERM - Enterprise Risk Management Limited - Important dates and times in respect
of the scheme of arrangement
Enterprise Risk Management Limited
Incorporated in the Republic of South Africa
(Registration number: 1995/001603/06)
Share code: ERM ISIN: ZAE000037701
("ERM" or "the company")
IMPORTANT DATES AND TIMES IN RESPECT OF THE SCHEME OF ARRANGEMENT
INTRODUCTION
In an announcement released on SENS on 1 December 2008 shareholders were advised
that the company had received a notice of firm intention to make an offer to
acquire all of the issued ordinary shares in ERM (the "scheme shares") for a
cash consideration of 130 cents per scheme share ("the offer") from beneficial
shareholders of approximately 63.93% of the issued share capital of ERM
(excluding shares held in treasury), represented by Mr Mark Stein ("the
proposer").
The offer is to be implemented, subject to the conditions set out in the
announcement of 1 December 2008, 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 between ERM and all of its shareholders by the
proposer.
ERM shareholders are advised that in terms of an Order of Court dated Tuesday, 7
April 2009, the South Gauteng High Court, Johannesburg has granted the company
leave to convene a meeting to consider the scheme ("scheme meeting"). The
scheme meeting will be held at 10h00 on Thursday, 7 May 2009, at the offices of
ERM, 138 Dytchley Road, Unit 1 Tuscan Place, Kyalami, 1684.
IMPORTANT DATES AND TIMES
2009
Court grants application to convene the scheme
meeting on Tuesday, 7 April
Last day to trade in ERM shares in order to be
recorded in the register to vote at the scheme
meeting (see note 2 below) on Thursday,23 April
Voting record date to vote at the scheme meeting by
close of trading on Monday, 4 May
Last day for receipt of proxies for the scheme Tuesday, 5 May
meeting by 10h00 (see note 3 below) on
Scheme meeting to be held at 10h00 on Thursday, 7 May
Publication of results of scheme meeting on SENS on Thursday, 7 May
Publication of results of scheme meeting in the press Friday, 8 May
on
Court hearing to sanction the scheme on Tuesday, 19 May
Results of sanction hearing published on SENS on Tuesday, 19 May
Results of scheme published in the press on Wednesday, 20 May
Register order with Registrar on Wednesday, 20 May
If the scheme is sanctioned and becomes effective:
Final date Thursday, 4 June
Last day to trade in order to participate in the
scheme consideration (see note 5 below) Thursday, 11 June
Suspension of listing of ERM shares at commencement
of trading on Friday, 12 June
Scheme consideration record date, being the date on
which scheme participants must be recorded in the
register to receive the scheme consideration, by Friday, 19 June
close of trading on
Operative date of the scheme at the commencement of
trading on Monday, 22 June
Scheme consideration posted to certificated scheme
participants (if documents of title are received on
or prior to 12h00 on the scheme consideration record
date) on or about Monday, 22 June
Dematerialised scheme participants` accounts (held at
their CSDP or broker) updated on or about Monday, 22 June
Termination of listing of ERM shares at the
commencement of trading on or about Monday, 22 June
Notes:
1. ALL DATES AND TIMES MAY BE CHANGED BY MUTUAL AGREEMENT BETWEEN ERM AND THE
PROPOSER AND/OR MAY BE SUBJECT TO CERTAIN REGULATORY APPROVALS. ANY CHANGE
WILL BE PUBLISHED IN THE PRESS AND ON SENS.
2. ERM SHAREHOLDERS SHOULD NOTE THAT AS TRANSACTIONS IN SHARES ARE SETTLED IN
THE ELECTRONIC SETTLEMENT SYSTEM USED BY STRATE, SETTLEMENT OF TRADES TAKES
PLACE FIVE BUSINESS DAYS AFTER SUCH TRADE. THEREFORE PERSONS WHO ACQUIRE
ERM SHARES AFTER THURSDAY, 23 APRIL 2009 WILL NOT BE ELIGIBLE TO VOTE AT
THE SCHEME MEETING, BUT WILL, PROVIDED THE SCHEME IS APPROVED AND THEY
ACQUIRE THE ERM SHARES PRIOR TO THURSDAY, 11 JUNE 2009, PARTICIPATE IN THE
SCHEME CONSIDERATION.
3. 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 NOT LATER THAN 10 MINUTES
BEFORE THE SCHEME MEETING IS DUE TO COMMENCE OR RECOMMENCE.
4. ALL TIMES GIVEN IN THIS CIRCULAR ARE LOCAL TIMES IN SOUTH AFRICA.
5. ERM SHARE CERTIFICATES MAY NOT BE DEMATERIALISED AFTER THURSDAY, 11 JUNE
2009.
CIRCULAR
A circular providing further information in respect of the scheme, and
containing, inter alia, a notice of the scheme meeting, an explanatory
statement,the Order of Court, a form of proxy and a form of surrender, will be
posted to ERM shareholders on or about 9 April 2009.
7 April 2009
Independent expert and sponsor to ERM
Sasfin Capital
A division of Sasfin Bank Limited
Attorneys to ERM and attorneys to the scheme
Fluxmans Attorneys
Attorneys to the proposer
Ramsay Webber Inc.
Date: 08/04/2009 07:05:02 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.
