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VMK
VMK
VMK - Verimark - Proposed Scheme Of Arrangement:Notice Of Scheme Meeting And
Salient Dates
Verimark Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number: 1998/006957/06
Share Code: VMK ISIN Code: ZAE000068011
("Verimark" or "the Company")
PROPOSED SCHEME OF ARRANGEMENT:
NOTICE OF SCHEME MEETING AND SALIENT DATES
Introduction
Shareholders are referred to the announcement released on SENS on 11 May 2009
("the announcement") detailing the proposed scheme of arrangement in terms of
section 311 of the Companies Act proposed by The Van Straaten Family Trust
("VSFT") between Verimark and the shareholders of Verimark (other than the
excluded members, as defined in the announcement), in terms of which VSFT will
acquire all of Verimark`s issued shares not already held by it (excluding the
ordinary shares held by the excluded members, which holdings collectively
constitute a total of 42 272 328 ordinary shares), representing approximately
37% of the ordinary shares in the issued share capital of the Company, for a
cash consideration of R21 136 164, equalling 50 cents per share ("the scheme"),
and which scheme, if implemented, will be followed by an application by the
Company for the termination of the listing of the shares in its issued share
capital on the JSE Limited.
Notice of scheme meeting
Shareholders are hereby advised that a circular, dated 26 June 2009, containing
details of the scheme and a notice of the scheme meeting, convened for Monday,
13 July 2009 at 10:00 at the registered offices of Verimark, being 67 CR Swart
Drive, corner of Freda Road, Bromhof Extension 48, Randburg, was posted on 26
June 2009.
Salient dates
The salient dates pertaining to the scheme are set out in the table below:
2009
Notice of scheme meeting and Order of Friday, 26 June
Court convening the scheme meeting
published in the press and circular
posted to Verimark shareholders, on
Last day to trade to be recorded in the Wednesday, 1 July
register to vote at the scheme meeting,
on*
Scheme voting record date, on* Wednesday, 8 July
Last day to lodge forms of proxy for the Thursday, 9 July
scheme meeting by 10:00, on*
Scheme meeting to be held at 10:00, on* Monday, 13 July
Results of the scheme meeting released Monday, 13 July
on SENS, on*
Results of the scheme meeting published Tuesday, 14 July
in the press, on*
Court hearing to sanction the scheme, Tuesday, 21 July
on*
If the scheme is sanctioned and
implemented:
Order of Court sanctioning the scheme Wednesday, 22 July
registered by the Registrar, on*
Announcement regarding the sanctioning Thursday, 23 July
of the scheme released on SENS, on*
Announcement regarding the sanctioning Thursday, 23 July
of the scheme published in the press,
on*
Last day to trade to become a scheme Friday, 31 July
participant, on*
Shares suspended as from commencement of Monday, 3 August
trade on*
Scheme consideration record date on Friday, 7 August
which scheme participants must be
recorded in the register to receive the
scheme consideration, on*
Operative date of the scheme from Tuesday, 11 August
commencement of trade, on*
Date on which the scheme consideration Tuesday, 11 August
will be made available to the scheme
participants, on*
Listing terminates at commencement of Wednesday, 12 August
trade on*
*Expected dates
Verimark share certificates may not be dematerialised or rematerialised after
Friday, 31 July 2009.
26 June 2009
Corporate Advisor and Sponsor
PSG Capital (Proprietary) Limited
Date: 26/06/2009 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.
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