| Fri 23 Oct 2009, 10:49 | | BSR/TWP - Basil Read/ TWP Holdings Limited - Important matters and dates |
|
BSR TWP
BSR TWP
BSR/TWP - Basil Read/ TWP Holdings Limited - Important matters and dates
Basil Read Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1984/007758/06)
Share code: BSR & ISIN: ZAE000029781
("Basil Read")
TWP Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2003/025640/06)
Share code: TWP & ISIN: ZAE000110763
("TWP")
IMPORTANT MATTERS AND DATES PERTINENT TO THE PROPOSED ACQUISITION BY BASIL READ
OF THE ENTIRE ISSUED SHARE CAPITAL OF TWP BY WAY OF A SCHEME OF ARRANGEMENT IN
TERMS OF SECTION 311 OF THE COMPANIES ACT, 1973 (ACT 61 OF 1973), AS AMENDED, TO
BE PROPOSED BY BASIL READ BETWEEN TWP AND ITS SHAREHOLDERS ("THE SCHEME")
1. INTRODUCTION
Shareholders of Basil Read and TWP are referred to the detailed
announcement of 30 September 2009 in which it was advised that agreement
has been reached ("the Agreement") for Basil Read to acquire the entire
issued share capital of TWP ("the Acquisition") by means of the scheme.
For ease of reference, the scheme and the Acquisition are referred to
jointly as the `Transaction`.
At the date of this announcement, the Transaction remains subject to the
conditions precedent set out in paragraph 3 below.
2. MEETINGS TO BE HELD IN REGARD TO THE TRANSACTION
2.1 TWP scheme meeting
In terms of an Order of the South Gauteng High Court ("the Court"), a
meeting of TWP shareholders will be held at:
Level 1
54 Melrose Boulevard
Melrose Arch
Melrose, Johannesburg, South Africa,
at 09:00 on Tuesday, 17 November 2009 ("the scheme meeting") in order
to consider and vote on the scheme.
2.2 Basil Read general meeting
The required general meeting of Basil Read shareholders to obtain
approval for the Acquisition as well as matters related thereto will
be convened and held at:
Level 1
54 Melrose Boulevard
Melrose Arch
Melrose, Johannesburg, South Africa,
at 10:00, or immediately after the conclusion or adjournment of the
scheme meeting referred to in paragraph 2.1 above, whichever shall
occur later ("general meeting").
3. Conditions precedent
At the date of this announcement, the following conditions precedent
necessary to implement the Transaction, remain unfulfilled, namely:
3.1 the conclusion of a legal and financial due diligence audit by Basil
Read and TWP of each into the other to the respective satisfaction of
Basil Read and TWP by 31 October 2009;
3.2 employment contracts, acceptable to Basil Read, being confirmed or
entered into between TWP and key personnel as identified in the course
of the due diligence process referred to in paragraph 3.1 above;
3.3 TWP shareholders at the scheme meeting approving the scheme by a
majority representing not less than 75% of the votes exercisable by
the TWP shareholders as are present and/or represented and voting,
either in person or by proxy, at the scheme meeting;
3.4 Basil Read shareholders at the general meeting:
3.4.1 approving the Acquisition by a majority representing not
less than 50% plus one vote of the votes exercisable by the
Basil Read shareholders as are present and/or represented
and voting, either in person or by proxy;
3.4.2 approving an increase in Basil Read`s authorised share
capital by a majority representing not less than 75% of the
votes exercisable by the Basil Read shareholders as are
present and/or represented and voting, either in person or
by proxy;
3.4.3 approving all other resolutions related to the Acquisition,
as are required, by the requisite majorities;
3.5 the Court sanctioning the scheme; and
3.6 a certified copy of the Order of Court sanctioning the scheme as well
as all approvals obtained at the general meeting, being approvals in
the form of special resolutions, being registered by the Companies and
Intellectual Property Registration Office.
4. IMPORTANT DATES AND TIMES FOR THE TRANSACTION
The following date and times are notified for purposes of the Transaction.
2009
TWP scheme document (incorporating notice of
scheme meeting) and Basil Read general meeting Monday, 26 October
circular (incorporating notice of general
meeting) posted to shareholders of TWP
Basil Read general meeting circular
(incorporating notice of general meeting) posted Monday, 26 October
to shareholders of Basil Read
Last day to trade in the shares of TWP in order Thursday, 5 November
to vote at the scheme meeting
Voting record date for purposes of being entitled Thursday, 12 November
as a TWP shareholder to vote at the scheme
meeting
Proxies for the scheme meeting to be received by Friday, 13 November
09:00
Proxies for the general meeting to be received by Friday, 13 November
10:00
Scheme meeting of TWP held at 09:00 Tuesday, 17 November
General meeting of Basil Read held at 10:00 (or
immediately after the conclusion or adjournment Tuesday, 17 November
of the scheme meeting, whichever shall occur
later)
Results of scheme meeting and general meeting Tuesday, 17 November
released on SENS
Results of scheme meeting and general meeting Wednesday, 18 November
published in the press
Expected date for confirmation of the scheme by Tuesday, 1 December
the Court
Results of Court hearing released on SENS Tuesday, 1 December
Results of Court hearing published in the press Wednesday, 2 December
Last day to trade in the shares of TWP in order Thursday, 10 December
to be eligible to participate in the scheme
Listing on the JSE of the shares of TWP to be
suspended from the commencement of trading on the Friday, 11 December
JSE Limited ("the JSE")
Listing on the JSE of the new shares of Basil
Read comprising the share element of the scheme Friday, 11 December
payment from the commencement of trading on the
JSE
Scheme consideration record date for payment Friday, 18 December
Operative date of the scheme and termination of
the listing of the shares of TWP on the JSE from Monday, 21 December
the commencement of trading on the JSE
Dematerialised TWP shareholders` accounts at
their CDSP or broker updated with the initial Monday, 21 December
scheme consideration payment
Share certificates in the name of Basil Read and Monday, 21 December
cheques for the cash element of the initial
scheme consideration payment posted by registered
post to those certificated shareholders of TWP
who have surrendered their documents of title to
TWP shares by 12:00 Friday, 18 December 2009 (see
note 4 below)
Notes:
1. All of the above dates and times are references to South African dates
and times.
2. All or any of the above dates and times are subject to change. Any
such change will be released on SENS and published in the press.
3. Share certificates in the name of TWP may not be dematerialised or
rematerialised after Thursday, 10 December 2009.
4. The initial scheme consideration payment will be posted to those
certificated shareholders of TWP whose documents of title to TWP
shares are surrendered by 12:00 on Friday, 18 December 2009, or within
5 business days of receipt thereafter.
5. POSTING OF DOCUMENTATION AND FURTHER ANNOUNCEMENT
A circular containing full details of the Acquisition as approved by the
JSE and containing notice of the general meeting, will be posted to
shareholders of Basil Read on 26 October 2009.
A document containing full details of the scheme as approved by the
Securities Regulation Panel and the JSE and containing notice of the scheme
meeting, will be posted to shareholders of TWP together with the Basil Read
general meeting circular.
An announcement providing an update on the conditions precedent referred to
in paragraph 3 above will be made as soon as appropriate.
Johannesburg
23 October 2009
Corporate adviser to Auditors and reporting Attorneys to Basil
the transaction accountants to Basil Read
PricewaterhouseCoopers Read and TWP Ramsay Webber Logo
Corporate Finance Logo PricewaterhouseCoopers
Inc Logo
Sponsor to Basil Read Attorneys to TWP
Sasfin Capital Logo TLi Incorporated
(Registration number
1995/003127/21)
Investment bank and Independent adviser to
sponsor to TWP TWP shareholders
Nedbank Capital Logo Moore Stephens
Corporate Finance Logo
Date: 23/10/2009 10:49:01 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.
