| Thu 4 Aug 2011, 10:03 | | MIP/MMP - Merchant and Industrial Properties Limit |
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MIP MMP
MIP
MIP/MMP - Merchant and Industrial Properties Limited/Marshall Monteagle Plc -
Posting of scheme circular and salient dates
MERCHANT AND INDUSTRIAL PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/002656/06)
Share code: MIP
ISIN number: ZAE000102265
("Merchant")
MARSHALL MONTEAGLE PLC
(Incorporated in Jersey)
(Registration No. 102785)
Share code: MMP
ISIN: JE00B5N88T08
("Marshall")
1 POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING
Merchant shareholders are referred to the joint announcement of a firm
intention by Marshall to make a cash offer to acquire the entire issued share
capital of Merchant published on SENS on 23 May 2011 and in the press on 24
May 2011 by way of a scheme of arrangement proposed by the board of directors
of Merchant ("the scheme") in terms of section 114(1)(c) of the Companies Act
No. 71 of 2008, as amended.
Shareholders are hereby advised that a circular containing details of the
scheme and incorporating a notice of general meeting was posted to Merchant
shareholders on Monday 1 August 2011. The scheme is subject to the fulfilment
or waiver of certain conditions precedent as set out in the abovementioned
circular, and shareholders are advised to read the circular in order to be
aware of the terms and conditions of the scheme.
2 NOTICE OF GENERAL MEETING
A notice of general meeting is included in the circular, which general
meeting will be held at 11 Sunbury Park, La Lucia Ridge Office Estate, La
Lucia 4319, South Africa at 10:00, on Tuesday, 6 September 2011 for the
purpose of considering and, if deemed fit, passing with or without
modification, the proposed resolutions included in the notice of general
meeting.
3 IMPORTANT DATES AND TIMES
The important dates and times relating to the scheme are set out below.
2011
Last day to trade in Merchant shares in order to be Thursday, 25 August
recorded in the register to vote at the scheme
meeting (see note 2 below) on
Record date to be eligible to vote at the scheme Thursday, 1 September
meeting by close of trading on
Last day to lodge forms of proxy in respect of the Friday, 2 September
scheme meeting by 10:00 on (see note 5 below)
Last date for shareholders to raise objections in Tuesday 6 September
terms of the scheme by no later than 10:00
Scheme meeting to be held at 10:00 on Tuesday, 6 September
Publication of results of the scheme meeting on Tuesday, 6 September
SENS on
Publication of results of the scheme meeting in the Wednesday, 7 September
press on
Last date and time for Merchant to give notice to Tuesday, 20 September
Merchant shareholders objecting to the special
resolution that the scheme has been approved on
Finalisation date expected to be on Friday, 4 November
Finalisation date announcement to be published on Friday, 4 November
SENS on
Finalisation date announcement to be published in Monday, 7 November
the press on
Last day to trade Merchant shares on the JSE in Friday, 11 November
order to be recorded in the register to receive the
scheme consideration on
Suspension of listing on the JSE of Merchant shares Monday, 14 November
at commencement of trading on
Scheme consideration record date, being the date on Friday, 18 November
which scheme participants must be recorded in the
register to receive the scheme consideration, by
close of trading on
Expected operative date of the scheme on Monday, 21 November
Scheme consideration expected to be paid/posted to
certificated scheme participants (if documents of Monday, 21 November
title are received on or prior to 12:00 on the
scheme consideration record date) on or about
Dematerialised scheme participants expected to have Monday, 21 November
their accounts (held at their CSDP or broker)
updated on or about
Termination of listing of Merchant shares on the Tuesday, 22 November
JSE at the commencement of trading on or about
Notes:
1 All dates and times are subject to change. Any change will be
published on SENS and in the press.
2 Share certificates may not be dematerialised or rematerialised
after Friday, 18 November 2011.
4 August 2011
La Lucia
Corporate Advisor and Sponsor to Merchant
Sasfin Capital
A division of Sasfin Bank Limited
Corporate Law Advisors to Marshall
Taback and Associates (Pty) Limited
Independent Expert to the Independent Board
PKF
Sponsor to Marshall
Sasfin Capital
A division of Sasfin Bank Limited
Date: 04/08/2011 09:55:03 Produced by the JSE SENS Department.
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