| Thu 3 Feb 2011, 15:57 | | PAP - Pangbourne Properties Limited - Salient Dates announcement: scheme of |
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PAP
PAP
PAP - Pangbourne Properties Limited - Salient Dates announcement: scheme of
arrangement and delisting of Pangbourne linked units
Pangbourne Properties Limited
(Registration No. 1987/002352/06)
Share Code: PAP ISIN Code: ZAE000005252
("Pangbourne")
SALIENT DATES ANNOUNCEMENT: SCHEME OF ARRANGEMENT AND DELISTING OF PANGBOURNE
LINKED UNITS
Linked unitholders are referred to the announcements dated 24 November 2010 and
10 December 2010 in respect of the scheme of arrangement in terms of section 311
of the Companies Act, 1973 (Act 61 of 1973), as amended (the "scheme") proposed
by Capital Property Fund (a portfolio in Capital Property Trust Scheme, a
collective investment scheme in property)("the proposer")between Pangbourne and
its linked unitholders other than the proposer ("scheme participants"),in terms
of which the proposer will acquire all of the Pangbourne linked units held by
scheme participants on Friday, 25 March 2011 (the "scheme consideration record
date") by Pangbourne linked unitholders. In terms of the scheme, scheme
participants will receive 2.38 Capital units for every Pangbourne linked unit
held on the scheme consideration record date rounded up or down to the nearest
whole number, save that any scheme participant holding 500 or less Pangbourne
linked units on the scheme consideration record date will be entitled to elect
whether to receive a cash consideration of R20.00 per Pangbourne linked unit
held or 2.38 Capital units for every Pangbourne linked unit held.
A circular relating to the transaction has been dispatched to Pangbourne linked
unitholders today, 3 February 2011.
The salient dates and times relating to the implementation of the transaction
are as follows:
2011
Last day to trade in Pangbourne linked units in Wednesday, 16 February
order to be recorded in the register to vote at
the scheme meetings (see note 2 below) on
Voting record date to vote at the scheme meetings Wednesday, 23 February
at17:00 on
Last day for receipt of proxies for the Thursday, 24 February
Pangbourne shareholders` scheme meeting by 14:00
(see note 3 below) on
Last day for receipt of proxies for the Thursday, 24 February
Pangbourne debenture holders` scheme meeting by
14:30 (see note 3 below) on
Receive approval from the Competition Authorities Friday, 25 February
(see note 5 below)
Pangbourne shareholders` scheme meeting to be
held at 14:00 on Monday, 28 February
Pangbourne debenture holders` scheme meeting to Monday, 28 February
be held at 14:30 (or ten minutes after the
conclusion of the Pangbourne shareholders` scheme
meeting, whichever is the later) on
Results of scheme meetings released on SENS on Monday, 28 February
Results of scheme meetings published in the press Tuesday, 1 March
on
Court hearing to sanction the scheme (hereinafter Tuesday, 8 March
referred to as "the return date") on
Results of Court hearing released on SENS on Tuesday,8 March
Registration of order by Registrar on Wednesday, 9 March
Results of Court hearing published in the press Wednesday, 9 March
on
If the scheme is sanctioned and becomes effective
Finalisation date Thursday, 10 March
Last day to trade in Pangbourne linked units in Thursday, 17 March
order to participate in the scheme consideration
(see note 6 below) on
Suspension of listing of Pangbourne linked units Friday, 18 March
at commencement of trading on
Scheme consideration record date, being the date Friday, 25 March
on 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 Monday, 28 March
of trading on
Scheme consideration posted to certificated Monday, 28 March
scheme participants (if documents of title are
received on or prior to 12:00 on the scheme
consideration record date) on or about
Dematerialised scheme participants` accounts Monday, 28 March
(held at their CSDP or broker) updated on
Termination of listing of Pangbourne linked units Tuesday, 29 March
at the commencement of trading on
Notes:
1. All dates and times may be changed by mutual agreement between Pangbourne
and the proposer and/or may be subject to certain regulatory approvals. Any
change will be released on SENS and published in the press.
2. Pangbourne linked unitholders should note that as transactions in linked
units are settled in the electronic settlement system used by Strate,
settlement of trades takes place five business days after such trade.
Therefore persons who acquire Pangbourne linked units after Wednesday, 16
February 2011 will not be eligible to vote at the scheme meetings, but
will, provided the scheme is approved and they acquire the Pangbourne
linked units on or prior to Thursday, 17 March 2011, participate in the
scheme consideration.
3. If a form of proxy is not received by the time and date shown above, it may
be handed to the Chairman of the relevant scheme meeting not later than 10
minutes before that scheme meeting or any postponed or adjourned scheme
meeting is due to commence or re-commence.
4 All times given in this announcement are local times in South Africa.
5. To the extent that approval from the Competition Authorities is not
obtained on or before the return date and should the scheme be sanctioned,
an announcement will be made on SENS and in the press advising scheme
participants of the final date, the scheme consideration record date and
the expected operative date.
6. Pangbourne linked unit certificates may not be dematerialised or
rematerialised after Thursday, 17 March 2011.
3 February 2011
Corporate advisor, legal advisor and sponsor to Capital and
sponsor to Pangbourne
Java Capital
Independent advisor to Pangbourne
Grant Thornton Advisory Services
Attorneys to the scheme
Deneys Reitz
Competition Law advisor to Capital and Pangbourne
Vani Chetty Competition Law
Date: 03/02/2011 15:57:02 Produced by the JSE SENS Department.
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