| Tue 30 Aug 2011, 16:48 | | UNI - Universal Industries Corporation Limited - Posting of circular and |
|
UNI
UNI
UNI - Universal Industries Corporation Limited - Posting of circular and
Notice of Scheme Meeting
UNIVERSAL INDUSTRIES CORPORATION LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1996/004343/06)
JSE code: UNI ISIN: ZAE000110664
("Universal" or "the company")
POSTING OF CIRCULAR AND NOTICE OF SCHEME MEETING
INTRODUCTION
Universal shareholders ("shareholders") are referred to the announcement
published by Universal on SENS on 29 July 2011 and in the press on 1 August
2011 (the "firm intention announcement") regarding the receipt by the
independent board of directors of Universal comprising Gaff Khan, Colin
Brayshaw and Danie Vlok (the "independent board") of a notice of firm
intention from Ethos Private Equity Fund V ("Ethos") and certain existing
shareholders of the company (being those shareholders identified as such in
the firm intention announcement(the "existing shareholders consortium"))
(collectively "the offeror") to propose a scheme of arrangement ("the
scheme"), in terms of section 114 of the Companies Act, No. 71 of 2008, as
amended from time to time (the "Companies Act), between Universal and the
holders of 128 686 664 ordinary shares in the company (being all the issued
ordinary shares in the company other than the 329 232 462 ordinary shares
held by the existing shareholders consortium, (the "excluded shares").
Pursuant to the scheme, all the issued ordinary shares in the company other
than the excluded shares (being the "scheme shares") will be repurchased by
the company from the holders of the scheme shares for a cash consideration
of R2.50 per ordinary share (the "scheme consideration").
Shareholders are hereby advised that a circular containing details of the
scheme and incorporating a notice of scheme meeting ("the circular") is
being posted to shareholders today and is available on Universal`s website
at www.universalindustries.co.za.
NOTICE OF SCHEME MEETING
A scheme meeting of shareholders ("scheme meeting") will be held at 11:00 on
Wednesday, 28 September 2011, at 42 Wierda Road West, Wierda Valley,
Sandton, 2196 for the purpose of considering and, if deemed fit, passing
with or without modification the resolutions set out in the notice of the
scheme meeting included in the circular.
IMPORTANT DATES AND TIMES
The important dates and times relating to the scheme ("the timetable") are
set out below. Words and expressions in the timetable and notes thereto
shall have the same meanings as assigned to them in the circular.
2011
Circular posted to Universal shareholders and Tuesday, 30 August
notice convening the scheme meeting released on
SENS on
Copy of the proposed special resolution 1 and Tuesday, 30 August
board report relating to the conversion of
Universal shares from par value to no par value
shares to be filed with the South African Revenue
Service and CIPC in terms of Regulation 31(8)(b)
of the Companies Act
Notice convening the scheme meeting published in Wednesday, 31 August
the press on
Last day to trade in Universal shares in order to Friday, 16 September
be recorded in the register on the voting record
date (see note 3 below) on
Voting record date to vote at the scheme meeting Friday, 23 September
being 17:00 on
Last day for receipt of proxies for the Universal Monday, 26 September
shareholders` scheme meeting by 11:00 (see note 4
below) on
Last date and time for Universal shareholders to Wednesday, 28 September
give notice to Universal objecting to special
resolution 2 approving the scheme by 11:00 on
Universal shareholders` scheme meeting to be held Wednesday, 28 September
at 11:00 on
Results of scheme meeting released on SENS on Wednesday, 28 September
Results of scheme meeting published in the press Thursday, 29 September
on
Receive approval from the Competition Authorities Monday, 10 October
(see note 6 below) on
Receive compliance certificate from Takeover Wednesday, 12 October
Regulation Panel
Last date for Universal to send objecting Wednesday, 12 October
Universal shareholders notices of the adoption of
special resolution 2 approving the scheme (see
note 7 below)
If the scheme becomes capable of implementation
Finalisation date expected to be on Friday, 14 October
Finalisation date announcement expected to be Friday, 14 October
released on SENS on
Finalisation date announcement expected to be Monday, 17 October
published in the press on
Last day to trade in Universal shares in order to Friday, 21 October
participate in the scheme consideration (see note
7 below) on
Suspension of listing of Universal shares at Monday, 24 October
commencement of trading on
Scheme consideration record date, being the date Friday, 28 October
on which Universal shareholders must be recorded
in the register to receive the scheme
consideration, by close of trading on
Expected implementation date of the scheme on Monday, 31 October
Scheme consideration posted to certificated scheme Monday, 31 October
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 (held Monday, 31 October
at their CSDP or broker) credited with the scheme
consideration on
Expected termination of listing of Universal Tuesday, 1 November
shares on the JSE at the commencement of trading
on or about
Notes
1. All dates and times are subject to change and/or may be subject to
certain regulatory approvals including but not limited to that of the
Takeover Regulation Panel, being granted. Any change will be released
on SENS and published in the press.
2. Shareholders are referred to paragraphs 3.2.3 to 3.2.8 and paragraph
3.3 of the circular (which contains a summary of the dissenting
shareholders` appraisal rights) regarding rights accorded to Universal
shareholders, the exercise of which may affect the finalisation date
and/or the implementation date.
3. Universal shareholders should note that as transactions in shares 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 Universal shares after the voting last day to trade
will not be eligible to vote at the scheme meeting, but will, provided
the scheme is approved and they acquire the Universal shares on or
prior to the scheme consideration last day to trade, participate in the
scheme consideration.
4. If a form of proxy is not received by the time and date shown above or
not less than 48 hours before recommencement of any adjourned or
postponed meeting, it may be handed to the Chairman of the scheme
meeting not later than ten minutes before the scheme meeting is due to
commence or recommence.
5. All times given in this circular are local times in South Africa.
6. To the extent that approval from the Competition Authorities or any
other regulatory authority is not obtained on or before 14 October 2011
and should the scheme be approved, an announcement will be made on SENS
and in the press advising Universal shareholders of the expected
finalisation date, the expected scheme consideration record date and
the expected implementation date.
7. Shareholders are advised that the circular incorrectly refers to this
date as being Friday, 14 October 2011.
8. Universal share certificates may not be dematerialised or
rematerialised after the scheme consideration last day to trade.
Johannesburg
30 August 2011
Corporate advisor, legal advisor and sponsor to Universal and advisor to the
existing shareholders consortium
Java Capital (Proprietary) Limited
Legal advisor to Ethos and competition law advisor to the merging parties
Webber Wentzel
Independent expert to Universal
Grant Thornton
Debt providers
Nedbank Limited
Date: 30/08/2011 16:48:02 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.
