| Tue 26 Jan 2010, 11:07 | | CVI/REM/ZED - Capevin Investments/Remgro/Zeder - Salient dates and times of the |
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CVI REM ZED
CVI REM ZED
CVI/REM/ZED - Capevin Investments/Remgro/Zeder - Salient dates and times of the
mandatory offers to the shareholders of Capevin Investments and Capevin Holdings
Limited
Capevin Investments Limited
(Incorporated in the Republic of South Africa)
Registration Number: 1979/007263/06
Share Code: CVI
ISIN Code: ZAE000136446
("Capevin Investments")
Remgro Limited
(Incorporated in the Republic of South Africa)
Registration Number: 1968/006415/06
Share Code: REM
ISIN Code: ZAE000026480
("Remgro")
Zeder Investments Limited
(Incorporated in the Republic of South Africa)
Registration Number: 2006/019240/06
Share Code: ZED
ISIN Code: ZAE000088431
("Zeder")
SALIENT DATES AND TIMES OF THE MANDATORY OFFERS TO THE SHAREHOLDERS OF CAPEVIN
INVESTMENTS AND CAPEVIN HOLDINGS LIMITED
Shareholders of Capevin Investments and Capevin Holdings Limited ("Capevin
Holdings") are referred to the joint announcement by Capevin Investments, Remgro
and Zeder published on SENS on 8 January 2010 and published by Capevin
Investments, Remgro, Zeder and Capevin Holdings in the press on 8 January 2010
("the announcement") advising that Zeder and Remgro, or any wholly-owned
subsidiary nominated by Remgro for this purpose, (collectively referred to as
"the Offeror Companies") would make a joint mandatory offer to the shareholders
of Capevin Investments, other than Remgro and its wholly-owned subsidiaries, and
to the shareholders of Capevin Holdings, other than Zeder and Remgro
International Holdings (Proprietary) Limited, to acquire all of their ordinary
shareholding in Capevin Investments and Capevin Holdings, respectively, in terms
of the Securities Regulation Code on Takeovers and Mergers and the Rules of the
Securities Regulation Panel (collectively referred to as "the mandatory
offers").
Shareholders of Capevin Investments and Capevin Holdings are advised that since
making the announcement, the mandatory offers have become unconditional in
accordance with their terms. The circular containing the terms of the Capevin
Investments mandatory offer and the circular containing the terms of the Capevin
Holdings mandatory offer were posted to the shareholders of Capevin Investments
and to the shareholders of Capevin Holdings, respectively, on Monday, 25 January
2010.
Shareholders of Capevin Investments are hereby notified of the salient dates and
times applicable to the Capevin Investments mandatory offer as set out in the
table below:
Mandatory offer opened (and offer document
posted to all Capevin Investments shareholders
recorded in Capevin Investments` shareholder
register as such on Friday, 22 January 2010)
at 09:00 on Monday, 25 January 2010
Last day to trade Capevin Investments shares in
order to be eligible to accept the mandatory
offer on Friday, 12 February 2010
Capevin Investments shares trade "ex" the right
to participate in the mandatory offer from the
commencement of business on
Monday, 15 February 2010
Record date, being the final date upon which
Capevin Investments shareholders must be
recorded in Capevin Investments` shareholder
register in order to be eligible to accept the
mandatory offer at 12:00 on Friday, 19 February 2010
Mandatory offer closes at 12:00 on Friday, 19 February 2010
Results of the mandatory offer to be published
on SENS on Monday, 22 February 2010
Results of the mandatory offer to be published
in the press on Tuesday, 23 February 2010
Offer consideration credited to the within seven calendar days
dematerialised offer participant`s account at of
his CSDP or broker (as the case may be), or valid acceptance of the
cheques posted to certificated offer offer
participants in settlement of the offer
consideration (subject to receipt by the
transfer secretaries of documents of title)
(See note 6 and note 7)
Notes:
1 The above dates and times are subject to amendment by the Offeror
Companies. Any such change will be announced on SENS and in the press.
2 Certificated Capevin Investments shareholders are required to complete and
return the form of acceptance, surrender and transfer attached to the
Capevin Investments mandatory offer circular in accordance with the
instructions contained therein to be received by the transfer secretaries
by not later than 12:00 on the closing date.
3 All times indicated above are South African times.
4 Capevin Investments shares held by offer participants may not be
dematerialised or rematerialised between Monday, 15 February 2010 and
Friday, 19 February 2010, both days inclusive.
5 Dematerialised Capevin Investments shareholders must notify their CSDP or
broker of their acceptance of the mandatory offer in the manner and time
stipulated in the custody agreement governing the relationship between such
Capevin Investments shareholder and his CSDP or broker.
6 The deemed effective date of disposal of Capevin Investments shares by
offer participants will be the date that the offer consideration is
credited to the offer participant`s account or the date that the cheque in
payment of the offer consideration is posted to the offer participants, as
the case may be.
7 Any acceptance of the offer received by the transfer secretaries after
12:00 on any Friday during the offer period, other than Friday, 19 February
2010, being the closing date, will, for the purposes of calculating the
seven calendar day period within which the offer consideration will be
paid, be deemed to have been received on the Monday following such Friday.
Shareholders of Capevin Holdings are hereby notified of the salient dates and
times applicable to the Capevin Holdings mandatory offer as set out in the table
below:
Mandatory offer opened (and offer document
posted to all Capevin Holdings shareholders
recorded in Capevin Holdings` shareholder
register as such on Friday, 22 January 2010)
at 09:00 on Monday, 25 January 2010
Record date, being the final date upon which
Capevin Holdings shareholders must be
recorded in Capevin Holdings` shareholder
register in order to be eligible to accept
the mandatory offer at 12:00 on Friday, 19 February 2010
Mandatory offer closes at 12:00 on Friday, 19 February 2010
Results of the mandatory offer to be
released on SENS on Monday, 22 February 2010
Results of the mandatory offer to be
published in the press on Tuesday, 23 February 2010
Offer consideration credited to the offer within seven calendar days of
participant`s account at his CSDP or broker valid acceptance of the offer
(as the case may be) in cases where the
shares surrendered in terms of the Capevin
Holdings mandatory offer are held by such
CSDP or broker as nominee for the offer
participant, or cheques posted to offer
participants (whose Capevin Holdings shares
are not held by a CSDP or broker as nominee
for the offer participant) in settlement of
the offer consideration (subject to receipt
by the transfer secretaries of the relevant
share certificates)
(See note 5 and note 6)
Notes:
1 The above dates and times are subject to amendment by the Offeror
Companies. Any such change will be announced in the press.
2 Capevin Holdings shareholders and/or their CSDPs or brokers are required to
complete and return the form of acceptance, surrender and transfer attached
to the Capevin Holdings mandatory offer circular in accordance with the
instructions contained therein to be received by the transfer secretaries
by not later than 12:00 on the closing date.
3 All times indicated above are South African times.
4 Capevin Holdings shareholders whose Capevin Holdings shares are held by
their CSDPs or brokers, as nominee, must notify their CSDP or broker of
their acceptance of the mandatory offer in the manner and time stipulated
in the custody agreements governing the relationships between such Capevin
Holdings shareholders and the CSDP or broker.
5 The deemed effective date of disposal of Capevin Holdings shares by offer
participants will be the date that the offer consideration is credited to
the offer participant`s account or the date that the cheque in payment of
the offer consideration is posted to the offer participants, as the case
may be.
6 Any acceptance of the offer received by the transfer secretaries after
12:00 on any Friday during the offer period, other than Friday, 19 February
2010, being the closing date, will, for the purposes of calculating the
seven calendar day period within which the offer consideration will be
paid, be deemed to have been received on the Monday following such Friday.
By order of the Capevin Investments Board
Stellenbosch
26 January 2010
By order of the Remgro Board
Stellenbosch
26 January 2010
By order of the Zeder Board
Stellenbosch
26 January 2010
Transaction adviser and sponsor to Zeder and Capevin Investments Limited: PSG
Capital (Proprietary) Limited
Sponsor to Remgro: Rand Merchant Bank (a division of FirstRand Bank Limited)
Legal adviser to Remgro: Webber Wentzel Attorneys
Date: 26/01/2010 11:07:02 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
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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.
