| Fri 30 Oct 2009, 12:00 | | MAF - Mutual & Federal - Salient Dates And Times In Relation To Firm Intention |
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MAF
MAF
MAF - Mutual & Federal - Salient Dates And Times In Relation To Firm Intention
By Old Mutual Plc
MUTUAL & FEDERAL INSURANCE COMPANY LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1970/006619/06
Share code JSE: MAF NSX: MTF ISIN: ZAE000010823
("Mutual & Federal" or "the Company")
NOTIFICATION OF SALIENT DATES AND TIMES IN RELATION TO THE FIRM INTENTION BY OLD
MUTUAL PLC ("OLD MUTUAL") TO MAKE AN OFFER TO ACQUIRE THOSE MUTUAL & FEDERAL
ORDINARY SHARES NOT CURRENTLY BENEFICIALLY OWNED BY OLD MUTUAL AND/OR ITS
SUBSIDIARIES ("OLD MUTUAL GROUP") ("THE OFFER")
1. Introduction
Mutual & Federal shareholders are referred to the announcement released on
SENS on 14 October 2009 ("Firm Intention Announcement"), wherein Mutual &
Federal shareholders were advised that Old Mutual, which currently holds,
directly and indirectly, approximately 73.5% of Mutual & Federal ordinary
shares, had submitted to the board of directors of Mutual & Federal ("the
Board") a notice of its firm intention to make an offer to the Mutual &
Federal shareholders to acquire the remaining shares in Mutual & Federal`s
ordinary share capital not currently beneficially owned by the Old Mutual
Group, by way of a scheme of arrangement in terms of section 311 of the
Companies Act, 61 of 1973, as amended (the "Scheme").
Shareholders are further referred to the announcement released on SENS on
19 October 2009 which advised shareholders of the Board`s support for the
Scheme as well as the announcement released on SENS on 22 October 2009
announcing that the scheme consideration translates into an exchange ratio
of 1.73 Old Mutual ordinary shares for every 1 Mutual & Federal share held.
This announcement contains the expected salient dates and times in relation
to the Scheme.
2. Shareholder meetings
2.1 General meeting
Mutual & Federal shareholders are advised that a general meeting, to
approve certain amendments to Mutual & Federal staff trusts, which
amendments are conditions precedent to the Offer and Scheme, has been
convened to be held on Monday, 23 November 2009 at 08h30 on the 4th
floor, Mutual & Federal Centre, 75 President Street, Johannesburg,
2001 ("General Meeting").
2.2 Scheme meeting
Mutual & Federal shareholders are further advised that in terms of an
Order of Court dated 27 October 2009, the South Gauteng High Court,
Johannesburg has granted leave to convene the Scheme meeting, to be
held at 09h00 or 10 minutes following the adjournment of the General
Meeting, whichever is the later, on the 4th floor, Mutual & Federal
Centre, 75 President Street, Johannesburg, 2001.
3. Salient dates and times
2009
Last day to trade Mutual & Federal shares on the JSE Wednesday, 11 November
and NSX in order to be recorded in the share
register on the voting record date in order to be
eligible to vote at the General Meeting and Scheme
meeting (see note 1 below) on
Voting record date on which Mutual & Federal Wednesday, 18 November
shareholders must be recorded in the Mutual &
Federal share register in order to be eligible to
vote at the General Meeting and Scheme meeting at
17h00 on
Last day to lodge forms of proxy for the General Thursday, 19 November
Meeting by 08h30 and Scheme meeting by 09h00 on
General Meeting to be held at 08h30 on Monday, 23 November
Scheme meeting to be held at 09h00 or 10 (ten) Monday, 23 November
minutes after adjournment of the General Meeting
which precedes the Scheme meeting, whichever is
later, on
Results of the General Meeting and Scheme meeting Monday, 23 November
released on SENS on
Results of the General Meeting and Scheme meeting Tuesday, 24 November
published in the press on
Scheme chairperson`s report lies open for inspection Tuesday, 24 November
from
Court hearing to sanction the Scheme at 10h00 or as Tuesday, 1 December
soon thereafter as Counsel may be heard on
Results of the Court hearing released on SENS on Tuesday, 1 December
Results of the Court hearing published in the press Wednesday, 2 December
on
Order of Court sanctioning the Scheme lodged for Wednesday, 2 December
registration with the Registrar of Companies on or
about (if the Scheme is sanctioned and all other
conditions precedent to the scheme have been
fulfilled)
Finalisation date announcements to be released on Thursday, 3 December
SENS on
Finalisation date announcements to be published in Friday, 4 December
the press on
Last day to trade Mutual & Federal shares on the JSE Friday, 4 December
and NSX in order to be recorded in the share
register on the Scheme record date on
Date of suspension of Mutual & Federal`s listing on Monday, 7 December
the JSE and NSX from the commencement of business on
Date that trading in the Scheme consideration shares Monday, 7 December
commences (note 4)
Scheme record date to determine participation in the Friday, 11 December
Scheme at 17h00 on
Disposal date from which the Scheme consideration Monday, 14 December
will be made available or posted to certificated
Scheme participants (if the duly completed form of
surrender and transfer and the documents of title
are received by the transfer secretaries on or prior
to 12h00 on the Scheme record date, or failing that,
within five business days of receipt of the duly
completed form of surrender and transfer and
relevant documents of title by the transfer
secretaries). Dematerialised Scheme participants
will have the Scheme consideration credited to their
account held at their CSDP or broker on the
operative date
Operative date of the Scheme, from the commencement Monday, 14 December
of business on
Termination of listing of Mutual & Federal shares Monday, 14 December
from the JSE and NSX on
Notes:
1. Mutual & Federal shareholders should note that, as Mutual & Federal is
trading in the Strate environment, settlement for trade takes place
five business days after the relevant trade has taken place.
Therefore, Mutual & Federal shareholders who acquire Mutual & Federal
shares after the last day to trade for the Scheme meeting, being
Wednesday, 11 November 2009, will not be eligible to vote at the
Scheme meeting.
2. In order to be recorded in the register on the Scheme record date no
dematerialisation or rematerialisation of Mutual & Federal shares will
take place after the last date to trade, which is expected to be
Friday, 4 December 2009.
3. All times indicated above are South African times.
4. As per the Scheme circular, the date that trading in the Scheme
consideration shares commences of Monday, 14 December 2009 has been
superceded by the above date being Monday, 7 December 2009.
5. Any change to the above dates and times will be agreed upon by Old
Mutual and Mutual & Federal and advised to Mutual & Federal
shareholders by notification on SENS and in the press.
4. Documentation
The Scheme circular containing full details of the Offer and incorporating
a notice in respect of the Scheme meeting, has been posted to Mutual &
Federal shareholders today.
The circular containing details of the General Meeting and incorporating a
notice in respect of the General Meeting, will also be posted to Mutual &
Federal shareholders today.
Copies of both the Scheme circular and the General Meeting circular may be
obtained during normal business hours from 19th floor, Mutual & Federal
Centre, 75 President Street, Johannesburg, 2001.
Johannesburg
30 October 2009
Investment bank, Corporate law advisors Independent sponsor in
transaction advisor and relation to the
transaction sponsor General Meeting
circular
(logo) (logo) (logo)
Nedbank Capital, a Edward Nathan Sonnenbergs Vunani Corporate
division of Nedbank Finance
Limited
Date: 30/10/2009 12:00:01 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.
