| Wed 7 Feb 2001, 0:00 | | Cementation Results Of Scheme Meetings And Impleme |
|
The Cementation Company (Africa) Limited
(Incorporated in the Republic of South Africa)
(Registration number 1901/008840/06)
("Cementation")
Skanska Cementation International Holdings Limited
(Incorporated in the United Kingdom
(Registration number 947434)
("Skanska")
RESULTS OF SCHEME MEETINGS AND IMPLEMENTATION OF OFFER
1. THE 9% PREFERENCE SHARE SCHEME
Further to the announcement dated 4 December 2000, Standard Corporate and
Merchant Bank is authorised to announce that:
* at the 9% preference share scheme meeting held on Monday, 29 January 2001,
the requisite majority of 9% preference shareholders approved the 9% preference
share scheme proposed by Skanska in terms of section 311 of the Companies Act,
Act 61 of 1973, as amended ("the Act"), between Cementation and its 9%
preference shareholders ("the 9% preference share scheme"); and
* on Tuesday, 6 February 2001, the 9% preference share scheme was sanctioned by
the High Court of South Africa (Witwatersrand Local Division).
A copy of the order of court sanctioning the 9% preference share scheme has
been filed for registration by the Registrar of Companies today. Upon
registration of the order of court, the 9% preference share scheme will become
operative and Skanska will own all of the issued 9% preference shares. The
listing of the 9% preference shares on the JSE Securities Exchange South Africa
("JSE") will be suspended at the close of business today and terminated at the
close of business on Friday, 9 February 2001 ("the record date").
If they have not already done so, 9% preference shareholders, registered as
such on the record date ("scheme participants") are requested to surrender
their share certificates and/or other documents of title as soon as possible to
Mercantile Registrars Limited, 7th Floor, 11 Diagonal Street, 2001 ( PO Box
1053, Johannesburg, 2000) ("the transfer secretaries") in order that they may
receive the 9% preference share scheme consideration, being 310 cents per 9%
preference share held ("the 9% preference share scheme consideration").
The 9% preference share scheme consideration will be posted to scheme
participants by the transfer secretaries on behalf of Cementation on Monday, 12
February 2001, provided that the share certificates and/or other documents of
title have been received by the transfer secretaries prior to the record date,
or, failing that, within five business days of the receipt thereof.
A form of surrender for the share certificates and/or other documents of title
was included in the document sent to 9% preference shareholders on 22 December
2000. A further form of surrender will be posted to 9% preference shareholders
on or about Friday, 9 February 2001.
2. THE ORDINARY SHARE SCHEME AND THE 6% PREFERENCE SHARE SCHEME, COUPLED WITH
AN OFFER IN TERMS OF SECTION 440 OF THE ACT
The ordinary share scheme and the 6% preference share scheme proposed by
Skanska in terms of section 311 of the Act between Cementation and its ordinary
shareholders and 6% preference shareholders, respectively, were not approved by
the requisite majorities of ordinary shareholders and 6% preference
shareholders at the relevant scheme meetings held on Monday, 29 January 2001.
Consequently, the offer to ordinary shareholders and the offer to 6% preference
shareholders will take effect.
2.1 Implementation and offer consideration
As the ordinary share scheme will not become operative, Skanska is deemed, with
effect from and on the date that the ordinary share scheme failed, to have made
an irrevocable and unconditional offer to purchase the ordinary shares held by
shareholders in exchange for the offer consideration in terms of section 440 of
the Act.
The offer consideration payable to ordinary shareholders who accept the offer
is 240 cents per ordinary share held.
As the 6% preference share scheme will not become operative, Skanska is deemed,
with effect from and on the date that the 6% preference share scheme failed, to
have made an irrevocable and unconditional offer to purchase the 6% preference
shares held by shareholders in exchange for the offer consideration in terms of
section 440 of the Act.
The offer consideration payable to 6% preference shareholders who accept the
offer is 130 cents per 6% preference share held.
2.2 Surrender of documents of title
Ordinary shareholders and 6% preference shareholders wishing to accept the
offer and claim the offer consideration must surrender their share certificates
and/or documents of title to the transfer secretaries before the close of
business (16:30) on Friday, 2 March 2001.
A form of surrender of share certificates and/or other documents of title was
included in a document posted to ordinary shareholders and 6% preference
shareholders on 22 December 2000. A further form of acceptance and surrender
will be posted to ordinary shareholders and 6% preference shareholders on or
about Friday, 9 February 2001.
2.3 Important dates and times
2001
Offer opens at 09:30 on
Friday, 9 February
Offer closes at 16:30 on
Friday, 2 March
Results of the offer announced on
Tuesday, 6 March
The offer consideration expected to be posted on (see note 1)
Monday, 12 March
Notes
1. Cheques in respect of the offer consideration are expected to be posted:
* on Monday, 12 February 2001 to those ordinary shareholders and 6% preference
shareholders who have accepted the offer and surrendered their documents of
title prior to Friday, 9 February 2001;
* thereafter, if documents of title are not surrendered by Friday, 9 February
2001, within five business days of their receipt by the transfer secretaries;
and
* on Monday, 12 March 2001 if documents of title are surrendered on the date on
which the offer closes.
2. The abovementioned dates and times are South African local dates and times
and may be changed. Any such change will be published in the press.
3. If the offer is accepted by ordinary shareholders and/or 6% preference
shareholders holding not less than nine-tenths of the ordinary shares and/or
the 6% preference shares, respectively, Skanska reserves the right to invoke
the provisions of section 440K(1) of the Act to compulsorily acquire the
remainder of the ordinary shares and/or the 6% preference shares, as the case
may be. In such an event an appropriate announcement will immediately be
published in the press.
Johannesburg
7 February 2001
Merchant banks to Skanska
Standard Corporate and Merchant Bank
(A division of The Standard Bank of South Africa Limited)
(Registration number 1962/000738/06)
Standard Bank London Limited
(Registration number 2130447)
Regulated by The Securities and Futures Authority Limited
Member of the London Stock Exchange
Merchant bank to Cementation
Rand Merchant Bank
(A division of FirstRand Bank Limited
Corporate law advisors and consultants to Cementation
Edward Nathan and Friedland (Proprietary) Limited
(Registration number 1999/026464/07)
