| Mon 26 Apr 2010, 16:03 | | CAE/DYM - CET/Dynamic - Meetings held in regard to the proposed acquisition by |
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CAE DYM
CAE DYM
CAE/DYM - CET/Dynamic - Meetings held in regard to the proposed acquisition by
Dynamic of the entire issued share capital of CET
Cape Empowerment Trust Limited
(Incorporated in the Republic of South Africa)
(Registration number 1998/014606/06)
("CET")
Share Code: CAE
ISIN: ZAE000016952
Dynamic Cables RSA Limited
(Incorporated in the Republic of South Africa)
(Registration number 1987/001807/06)
("Dynamic")
Share Code: DYM
ISIN: ZAE000028270
MEETINGS HELD IN REGARD TO THE PROPOSED ACQUISITION ("THE ACQUISITION") BY
DYNAMIC OF THE ENTIRE ISSUED SHARE CAPITAL OF CET BY WAY OF A SCHEME OF
ARRANGEMENT IN TERMS OF SECTION 311 OF THE COMPANIES ACT, 1973 (ACT 61 OF
1973), AS AMENDED, AS PROPOSED BY DYNAMIC BETWEEN CET AND ITS SHAREHOLDERS
("THE SCHEME")
Further to the announcement of 30 March 2010 shareholders of CET and Dynamic
are hereby advised that:
- the scheme was duly approved by the requisite majority of CET
shareholders at the CET scheme meeting held at 09:00 on Monday, 26 April
2010; and
- the Acquisition and all matters related thereto were duly approved by the
requisite majority of Dynamic shareholders at the Dynamic general meeting
held at 10:00 on Monday, 26 April 2010.
The special resolutions passed for the increase of Dynamic`s authorised share
capital, a specific repurchase of its shares and the change of its name to
Cape Empowerment Limited will be lodged with the Companies and Intellectual
Property Registration Office ("CIPRO") for registration.
The report of the chairperson of the scheme meeting on the proceedings of the
scheme meeting and the results of the voting may be obtained free of charge by
shareholders of CET from Wednesday, 28 April 2010, from the registered office
of CET and from the offices of CET`s attorneys and will lie for inspection
during normal business hours on business days at the registered office of CET,
2nd floor, Sunclare Building, Dreyer Street, Claremont, Cape Town as well as
at the offices of CET`s attorneys, Cliffe Dekker Hofmeyr Inc, at 11
Buitengracht Street, Cape Town and the offices of Sasfin Capital at Sasfin
Place, 29 Scott Street, Waverley.
The voting results will be subject to the Court confirming such results and an
application to the High Court of South Africa (Western Cape High Court)
("Court") for the sanctioning of the scheme will be made at 10:00, or as soon
thereafter as the matter may be heard, on Friday, 14 May 2010.
If the Court sanctions the scheme, it is expected that the sole unfulfilled
condition precedent will be the registration by CIPRO of the Order of Court
sanctioning the scheme.
Shareholders of CET are reminded that the Court is located at High Court
Building, Keeromstreet, Cape Town.
IMPORTANT DATES AND TIMES
2010
Chairperson`s report open for inspection on Wednesday, 28 April
Court hearing to sanction the scheme on Friday, 14 May
Register order with Registrar on Friday, 14 May
Results of sanction hearing published on SENS on Friday, 14 May
Results of scheme published in the press on Monday, 17 May
If the scheme is sanctioned and becomes operative:
Last day to trade in order to participate in the Friday, 21 May
scheme consideration (see note 5 below)
Suspension of listing of CET shares at commencement Monday, 24 May
of trading on
Last day for CSDPs and brokers to elect to receive Friday, 28 May
the share consideration on behalf of dematerialised
shareholders
(see note 6 below)
Last day for receipt of forms of election and Friday, 28 May
surrender from certificated shareholders in order to
participate in the scheme consideration
Scheme consideration record date, being the date on Friday, 28 May
which scheme participants must be recorded in the
register to receive the scheme consideration, by
close of trading on
Operative date of the scheme at the commencement of Monday, 31 May
trading on
Scheme consideration paid/posted to certificated Monday, 31 May
scheme participants (if documents of title are
received on the scheme consideration record date)on
or about
Dematerialised scheme participants` accounts (held Monday, 31 May
at their CSDP or broker) updated on or about
Termination of listing of CET shares at the Tuesday, 1 June
commencement of trading on or about
Notes:
1. ALL DATES AND TIMES MAY BE CHANGED BY MUTUAL AGREEMENT BETWEEN CET
AND THE PROPOSER AND/OR MAY BE SUBJECT TO CERTAIN REGULATORY
APPROVALS. ANY CHANGE WILL BE PUBLISHED IN THE PRESS AND ON SENS.
2. CET SHAREHOLDERS SHOULD NOTE THAT AS TRANSACTIONS IN ORDINARY SHARES
ARE SETTLED IN THE ELECTRONIC SETTLEMENT SYSTEM USED BY STRATE,
SETTLEMENT OF TRADES TAKES PLACE FIVE BUSINESS DAYS AFTER SUCH
TRADE. THEREFORE SHAREHOLDERS WHO ACQUIRE CET SHARES AFTER FRIDAY,
21 MAY 2010 WILL NOT BE ELIGIBLE FOR THE SCHEME CONSIDERATION.
3. CET SHARE CERTIFICATES MAY NOT BE DEMATERIALISED AFTER FRIDAY, 21
MAY 2010.
4. Dematerialised shareholders should timeously instruct their CSDPs or
brokers if they wish to elect to receive the cash consideration or
the share consideration in accordance with the custody agreements
between them. The last day for CSDPs and brokers to exercise an
election on behalf of dematerialised shareholders is Friday, 28 May
2010. Should a dematerialised shareholder`s CSDP or broker not
timeously exercise an election on behalf of the dematerialised
shareholder, the dematerialised shareholder shall be deemed to have
elected the cash consideration.
Cape Town
26 April 2010
Sponsor
Sasfin Capital
A division of Sasfin Bank Limited
Attorneys to Dynamic and attorneys to the scheme
Cliffe Dekker Hofmeyr Inc.
Date: 26/04/2010 16:03:10 Produced by the JSE SENS Department.
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