| Tue 1 Dec 2009, 16:02 | | BSR/TWP - Basil Read/TWP Holdings - Implementation |
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BSR TWP
BSR TWP
BSR/TWP - Basil Read/TWP Holdings - Implementation of the acquisition by Basil
Read of the entire issued share capital of TWP by way of a scheme of arrangement
in terms between TWP and its shareholders
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")
IMPLEMENTATION OF THE ACQUISITION ("THE 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, BETWEEN
TWP AND ITS SHAREHOLDERS ("THE SCHEME")
Further to the announcement of 17 November 2009, Basil Read and TWP
shareholders are advised that the South Gauteng High Court ("Court") sanctioned
the scheme on Tuesday, 1 December 2009 and the Order of Court sanctioning the
scheme has been lodged with the Companies and Intellectual Property
Registration Office for registration.
It is expected that registration of the Order of Court will take place tomorrow.
Should the registration not take place, an announcement to this effect will be
made.
Settlement of scheme consideration
TWP shareholders are reminded as follows regarding the settlement of the scheme
consideration:
- Holders of dematerialised shares in TWP
Shareholders of TWP holding dematerialised shares in TWP need take no further
action in respect of receiving the scheme consideration due to them in terms of
the scheme. Such shareholders will have their accounts held at their Central
Securities Depository Participant or broker credited with the initial scheme
consideration comprising cash and new shares in Basil Read on Monday, 21
December 2009.
- Holders of certificated shares in TWP
Shareholders of TWP holding certificated shares in TWP are required to
surrender their share certificates or other documents of title to shares in TWP
to Computershare Investor Services (Proprietary) Limited ("transfer
secretaries") by physical delivery at Ground Floor, 70 Marshall Street,
Johannesburg, 2001, South Africa or by postal delivery to PO Box 61763,
Marshalltown, 2017, South Africa in order to claim their scheme consideration.
For the purpose of the surrender of TWP shares certificates or other documents
of title to TWP shares, a form of surrender ("Form") is contained in the scheme
document dated 26 October 2009 issued to all TWP shareholders. A further copy
of the Form, accompanied by this announcement, will be posted to all
shareholders of TWP on Wednesday, 2 December 2009.
Shareholders of TWP who have already surrendered their TWP share certificates
or who lodge their share certificates or other documents of title to TWP
shares with the transfer secretaries by 12:00 on Friday, 18 December 2009,
will have the new Basil Read share certificates and cheques for the cash
element of the scheme consideration posted to them, by registered post, on
Monday, 21 December 2009, unless an election as to preferred payment
instruction has otherwise been made on the Form.
TWP shareholders who surrender their TWP share certificates or other documents
of title to TWP shares to the transfer secretaries after 12:00 on Friday, 18
December 2009 will have the new Basil Read share certificates and cheques for
the cash element of the scheme consideration posted to them, by registered
post, within five business days of receipt thereafter by the transfer
secretaries.
Listings on the JSE Limited ("JSE")
Shareholders of Basil Read and TWP are reminded as follows:
- the listing of the shares of TWP on the JSE will be suspended from the
commencement of trade on the JSE on Friday, 11 December 2009;
- the listing of the new Basil Read shares comprising the share element of the
scheme consideration will commence from the commencement of trade on the JSE
on
Friday, 11 December 2009; and
- the termination of the listing of the shares of TWP on the JSE will take
place from the commencement of trade on the JSE on Monday, 21 December 2009.
Johannesburg
1 December 2009
Corporate adviser to the transaction
PricewaterhouseCoopers
Corporate Finance (Pty) Ltd
(Registration number 1970/003711/07)
Auditors and reporting accountants to Basil Read and TWP
PricewaterhouseCoopers
PricewaterhouseCoopers Inc
Chartered Accountants and Auditors
(Registration no 1998/012055/21)
Attorneys to Basil Read
Ramsay Webber
Attorneys, Notaries and Conveyancers
Sponsor to Basil Read
SASFIN
Capital
Attorneys to TWP
TLI
Company, Tax, Property & Labour Lawyers
Investment bank and sponsor to TWP
NEDBANK
Capital
Independent adviser to TWP shareholders
MOORE STEPHENS
Corporate Finance
Date: 01/12/2009 15:44:02 Produced by the JSE SENS Department.
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