| Fri 30 Jul 2010, 7:38 | | BJM - Barnard Jacobs Mellet Holdings Limited - Announcement relating to the |
|
BJM
BJM
BJM - Barnard Jacobs Mellet Holdings Limited - Announcement relating to the
salient dates and times of the proposed Scheme of Arrangement
Barnard Jacobs Mellet Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1995/004798/06)
Share code: BJM & ISIN: ZAE000014262
("BJM" or "the Company")
Announcement relating to the salient dates
and times of the proposed scheme of arrangement
1. INTRODUCTION
BJM shareholders are referred to the announcement released on the Securities
Exchange News Service ("SENS") on 21 June 2010 relating to a scheme of
arrangement in terms of section 311 of the Companies Act, No 61 of 1973, as
amended, proposed by FirstRand Limited ("FirstRand") between BJM and its
shareholders ("the Scheme"), in terms of which FirstRand Investment Holdings
(Proprietary) Limited ("FRIHL"), a wholly- owned subsidiary of FirstRand, will
acquire all of the shares in the issued share capital of BJM, for a cash
consideration of R4,50 per ordinary share in BJM ("BJM Shares") (subject to an
adjustment as more fully set out in the circular to be sent to BJM
shareholders), payable by FirstRand on behalf of FRIHL ("Scheme
Consideration").
2. SALIENT DATES AND TIMES
The anticipated salient dates and times of the Scheme are set out in the table
below.
2010
Last day to trade in BJM Shares on the stock
exchange operated by the JSE Limited
("JSE") in order to be recorded on the
register of certificated shareholders
maintained by the Company`s transfer
secretaries read together with the sub-
register of dematerialised shareholders
maintained by the relevant CSDPs
("Register") to vote at the scheme meeting Wednesday, 11 August
Record date to be recorded on the Register
in order to vote at the scheme meeting by
the close of trade on the JSE (refer to
note 2 below) Wednesday, 18 August
Last day to lodge forms of proxy for the
scheme meeting (refer to note 4 below)
by 10:00 on Thursday, 19 August
Scheme meeting to be held at 24 Fricker Road,
Illovo Corner, Illovo, Johannesburg at 10:00 on Monday, 23 August
Results of the scheme meeting released on
SENS on Monday, 23 August
Scheme chairman`s report to lie open for
inspection for seven calendar days from Tuesday, 24 August
Results of the scheme meeting published
in the South African press on Tuesday, 24 August
Court hearing to sanction the Scheme
expected to take place at 10:00 (or as
soon thereafter as counsel may be heard) on Tuesday, 31 August
Results of the Court hearing released on
SENS on Tuesday, 31 August
Results of the Court hearing published in
the press on Wednesday, 1 September
Finalisation announcement released on
SENS by no later than Thursday, 23 September
Finalisation announcement published in
the press by no later than Monday, 27 September
Expected last day to trade in BJM Shares on
the securities exchange operated by the JSE
in order to be recorded on the Register on the
record date of the Scheme on Friday, 1 October
Expected suspension of listing of BJM Shares
on the securities exchange operated by the JSE
at the commencement of trade on Monday, 4 October
Expected record date of the Scheme on which
shareholders must be recorded as such in the
Register to receive the Scheme Consideration
by 17:00 on Friday, 8 October
Expected operative date of the Scheme at the
commencement of trade on the JSE on Monday, 11 October
Payment expected to be transferred
electronically or posted to certificated
scheme participants (if document(s) of
title are received on or before 12:00 on
the operative date) on or about Monday, 11 October
Dematerialised scheme participants expected
to have their accounts held at their CSDP or
broker credited with the Scheme
Consideration on Monday, 11 October
Expected termination of listing of BJM Shares
on the JSE at the commencement of trade on Tuesday, 12 October
Notes:
1. The above dates and times are subject to such changes as may be agreed to by
BJM and FirstRand or required by the JSE and/or Securities Regulation Panel
("SRP") and, if necessary, approved by the Court, the JSE and the SRP. If the
conditions precedent to which the Scheme is subject are not met by the date the
finalisation announcement is due to be released on SENS, then an updated
timetable will released on SENS. Any material changes to the above dates and
times will be published on SENS and, if practicable, published in the South
African press. BJM shareholders should note that, as trade in BJM Shares on
the securities exchange operated by the JSE is settled through STRATE,
settlement for trade takes place 5 (five) business days after any such
trade. Therefore, shareholders who acquire BJM Shares on the securities
exchange operated by the JSE after Wednesday, 11 August 2010, will not be
entitled to vote at the scheme meeting.
2. Dematerialised scheme participants, other than those with own-name
registration, must provide their CSDP or broker with their instructions for
voting at the scheme meeting by the cut-off time and date advised by their CSDP
or broker for instructions of this nature.
3. No dematerialisation or rematerialisation of shares may take place after
Friday, 1 October 2010.
4. Forms of proxy for the scheme meeting may also be handed to the chairman of
the scheme meeting by no later than 10 minutes before the commencement of the
scheme meeting.
5. All times referred to in this announcement are South African times and are
based on a 24-hour clock.
3. CIRCULAR TO SHAREHOLDERS AND NOTICE OF SCHEME MEETING
The scheme meeting will be held at 10:00 on Monday, 23 August 2010, to be held
at 24 Fricker Road, Illovo Corner, Illovo, Johannesburg, 2196 or such other
venue as may be announced on SENS.
A circular providing additional information on the Scheme and containing, inter
alia, a notice of scheme meeting and a form of proxy will be posted to scheme
members on or about Friday, 30 July 2010.
Johannesburg
30 July 2010
Merchant bank and sponsor to FirstRand
RAND MERCHANT BANK
A division of FirstRand Bank Limited
Attorneys to FirstRand
DENEYS REITZ ATTORNEYS
Corporate advisor to BJM
DELOITTE
Corporate Finance Division
Deloitte & Touche
Attorneys to BJM
WERKSMANS
Incorporating
JAN S. DE VILLIERS
Sponsor to BJM
BARNARD JACOBS MELLET
Corporate Finance
Independent sponsor to BJM
DELOITTE
Deloitte & Touche Sponsors Services (Pty) Ltd
(Incorporated in the Republic of South Africa)
(Registration number 1996/000034/07)
Independent expert to BJM
PRICEWATERHOUSECOOPERS
PricewaterhouseCoopers
Corporate Finance (Pty) Ltd
(Registration number 1970/003711/07)
Date: 30/07/2010 07:38:01 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.
