| Thu 1 Jul 2010, 7:07 | | DTH - Dynamic Technology Holdings Limited - Notice of General Meeting and |
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DTH
DTH
DTH - Dynamic Technology Holdings Limited - Notice of General Meeting and
Salient Dates of the Scheme Meeting
DTH DYNAMIC TECHNOLOGY HOLDINGS LIMITED
(Registration Number: 2004/016984/06)
Share Code: DTH ISIN: ZAE000124681
("DTH" or "the Company" or "the Group")
NOTICE OF GENERAL MEETING AND SALIENT DATES OF THE SCHEME MEETING
Shareholders are referred to the detailed terms announcement released on the
Securities Exchange News Service ("SENS") on 1 June 2010, regarding the:
* Proposed implementation of a Scheme of Arrangement in terms of section 311
of the Companies Act, no. 61 of 1973 ("the Companies Act");
* Provision of financial assistance in terms of section 38(2A) and approval
in terms of 226(2)(a) of the Companies Act;
* Delisting of DTH from the JSE Limited ("JSE"); and
* Withdrawal of cautionary
1. INTRODUCTION
The DTH Board of Directors received a firm intention to make an offer from
Xantha Properties 21 (Proprietary) Limited ("Xantha Properties"), a company
controlled by certain key members of the management team of DTH ("the DTH
management consortium") on 31 May 2010, proposed by way of a scheme of
arrangement in terms of section 311 of the Companies Act ("the scheme").
The offer consideration comprises a total cash consideration of R30 213 058
for 28 774 341 DTH shares ("the offer shares"), equating to a cash
consideration of R1.05 per share ("the scheme consideration"). The
conditions to which the scheme is subject were detailed in the SENS
announcement of 1 June 2010.
2. FINANCIAL ASSISTANCE
Xantha Properties will borrow R20,5 million from DTH to fund the aggregate
consideration with the balance of the funds having being secured. Financial
assistance is provided by DTH to Xantha Properties in terms of Section
38(2A) of the Companies Act.
3. NOTICE OF GENERAL MEETING
Notice is hereby given that a General Meeting of DTH shareholders will be
held at the registered offices of the Company, being Ground Floor, Victoria
Gate South, Hyde Park Lane, Hyde Park, Gauteng at 10h30 (or 10 minutes
after the conclusion or adjournment of the scheme meeting convened to be
held at 10h00, whichever is later) on Friday, 23 July 2010 to obtain the
relevant approval of DTH shareholders in terms of sections 38(2A)(b) and
226(2)(a) of the Companies Act in respect of the financial assistance given
by the Company to Xantha Properties in connection with the acquisition by
Xantha Properties of the Company`s shares and related costs to the scheme.
4. SCHEME MEETING
The notice of the scheme meeting was released on SENS and published in the
press on 1 July 2010 providing details of the scheme meeting to be held at
10h00 on Friday, 23 July 2010 at the registered offices of DTH, being
Ground Floor, Victoria Gate South, Hyde Park Lane, Hyde Park, Gauteng.
5. SALIENT DATES AND TIMES
The important dates and times relating to the scheme are:
2010
Notice of scheme meeting published in the press on Thursday, 1 July
Notice of scheme meeting and general meeting Thursday, 1 July
released on SENS on
Circular posted to DTH shareholders on Thursday, 1 July
Last day to trade to be recorded in the register Tuesday, 13 July
to vote at the scheme meeting, on
Scheme voting record date, on Tuesday, 20 July
Last day to lodge forms of proxy for the scheme Wednesday, 21 July
meeting by 10h00, on
Last day to lodge forms of proxy for the general Wednesday, 21 July
meeting by 10h30, on
Scheme meeting to be held at 10h00, on Friday, 23 July
General meeting to be held at 10h30 (or 10 minutes Friday, 23 July
after the conclusion or adjournment of the scheme
meeting, whichever is later)
Results of the scheme meeting and the general Friday, 23 July
meeting released on SENS, on
Results of the scheme meeting and the general Monday, 26 July
meeting published in the press, on
Court hearing to sanction the scheme, on Tuesday, 3 August
If the scheme is sanctioned and implemented:
Announcement regarding the sanctioning of the Wednesday, 4 August
scheme released on SENS, on
Announcement regarding the sanctioning of the Thursday, 5 August
scheme published in the press, on
Order of Court sanctioning the scheme registered Thursday, 12 August
by CIPRO, on
Finalisation announcement released on SENS by no Friday, 13 August
later than
Finalisation announcement published in the press Monday, 16 August
by no later than
Last day to trade to become a scheme participant, Friday, 20 August
on
Shares suspended as from commencement of trade on Monday, 23 August
Scheme consideration record date on which scheme Friday, 27 August
participants must be recorded in the register to
receive the scheme consideration, on
Operative date of the scheme from commencement of Monday, 30 August
trade, on
Date on which the scheme consideration will be Monday, 30 August
made available to the scheme participants, on
Listing terminates at commencement of trade on Tuesday, 31 August
The above dates and times are provisional and any applicable adjournments
or postponements will be announced on SENS.
Share certificates may not be dematerialised or rematerialised after
Friday, 20 August 2010.
6. FURTHER DOCUMENTATION
Further details of the scheme and related shareholder approvals are
included in a circular to DTH shareholders which will be posted to DTH
shareholders on 1 July 2010.
For and on behalf of the Board
H Ratshefola C Wilkins G Fowler
Chairman Chief Executive Officer Chief Financial Officer
Johannesburg
1 July 2010
Company secretary and registered office:
D M Hughes
Ground Floor, Victoria Gate South, Hyde Lane, Hyde Park, Sandton, 2199.
Corporate Advisor:
Richmond Capital (Proprietary) Limited
Designated Advisor:
Grindrod Bank Limited
Attorneys:
Webber Wentzel Attorneys
Independent Expert:
Mazars Corporate Finance (Proprietary) Limited
Date: 01/07/2010 07:07:04 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.
