| Thu 10 Nov 2011, 11:04 | | ABK - African Brick - Posting of Circular Notice of General Meeting and |
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ABK
ABK
ABK - African Brick - Posting of Circular, Notice of General Meeting and
Salient Dates Announcement
AFRICAN BRICK CENTRE LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number: 1999/006214/06)
(Share Code: ABK)
(ISIN: ZAE000105169)
("African Brick" or "the Company")
POSTING OF CIRCULAR, NOTICE OF GENERAL MEETING AND SALIENT DATES ANNOUNCEMENT
INTRODUCTION
African Brick shareholders ("Shareholders") are referred to the firm
intention announcement published on the Securities Exchange News Service
("SENS") of the JSE Limited ("JSE") on Thursday, 3 November 2011, relating
to, inter alia, the offer from Yakani Infraco Proprietary Limited ("Yakani")
to acquire the remaining issued share capital of African Brick not held by
African Brick`s subsidiary and Yakani ("the Offer"), by way of a scheme of
arrangement ("the Scheme") in terms of section 114 of the Companies Act, No.
71 of 2008, as amended, ("Companies Act") to be proposed by the board of
directors of African Brick between African Brick and its Shareholders.
NOTICE OF SHAREHOLDERS` MEETING
The circular relating to the Offer was posted to Shareholders on Tuesday, 8
November 2011 and includes, inter alia, details of the Scheme, a notice of
the meeting of Shareholders, a form of proxy and a form of surrender and
transfer ("Circular"). Shareholders are advised that the completion of the
Scheme is subject to the fulfilment or waiver of certain conditions precedent
set forth in the Circular, and are advised to review the Circular for the
terms and conditions of the Scheme.
The Shareholders` meeting will be held at the Farm 246, Luipaardsvlei,
Krugersdorp, at 10h00 on Tuesday, 6 December 2011 to consider and, if deemed
fit, approve the resolutions necessary to implement the Scheme.
IMPORTANT DATES AND TIMES
The important dates and times relating to the Scheme ("Timetable") are set
out below. Words and expressions in the Timetable and notes thereto shall
have the same meaning as assigned to them in the Circular.
2011
Circular posted to Shareholders on Tuesday, 8 November
Notice of Shareholders` meeting released on SENS on Thursday, 10 November
Last day to trade in African Brick shares in order to Friday, 18 November
be recorded in the register to vote at the
Shareholders` meeting (see note b below) on
Voting record date to vote at the Shareholders` Friday, 25 November
meeting by close of trading on
Last day to lodge forms of proxy in respect of the Friday, 2 December
Shareholders` meeting by 10:00 on
Last date and time for Shareholders to give notice, Tuesday, 6 December
in terms of section 164 of the Companies Act, to
African Brick objecting to the special resolution by
10:00 (see note c below) on
Shareholders` meeting to be held at 10:00 on Tuesday, 6 December
Publication of results of the Shareholders` meeting Tuesday, 6 December
on SENS on
If the Scheme is approved by Shareholders at the Shareholders` meeting:
Last date on which Shareholders can make application Wednesday, 21 December
to the court in terms of section 115(3) of the
Companies Act
Last date for African Brick to send objecting Wednesday, 21 December
Shareholders notices of the adoption of the special
resolution approving the scheme, in terms of section
164 of the Companies Act
If no Shareholders exercise their rights in terms of section 115 of the
Companies Act:
Finalisation announcement released on SENS Thursday, 22 December
Last day to trade in African Brick shares Thursday, 29 December
Suspension of listing on the JSE of African Brick Friday, 30 December
shares at commencement of trading on
Scheme consideration record date, being the date on Friday, 6 January 2012
which Scheme participants must be recorded in the
register to receive the Scheme consideration, by
close of trading on
The operative date of the Scheme is expected to be on Monday, 9 January 2012
Scheme consideration is expected to be paid/posted to Monday, 9 January 2012
certificated 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 are expected to Monday, 9 January 2012
have their accounts held at their CSDP or broker
updated on or about
Termination of listing of African Brick shares at the Tuesday, 10 January
commencement of trading on or about 2012
Notes:
All dates and times may be changed by mutual agreement between African Brick
and Yakani and/or may be subject to the obtaining of certain regulatory
approvals and/or for no court approval or review of the special resolution.
Any change will be published on SENS.
Shareholders should note that as transactions in African Brick shares are
settled in the electronic settlement system used by Strate, settlement of
trades takes place five business days after such trade. Therefore
Shareholders who acquire African Brick shares after Friday, 18 November 2011
will not be eligible to vote at the Shareholders` meeting.
Shareholders who wish to exercise their appraisal rights are referred to
section 9 of the Circular for the purposes of determining the relevant timing
for the exercise of their appraisal rights.
Shareholders who wish to exercise their right to obtain the approval of a
court for the Scheme, in terms of section 115(3) of the Companies Act, should
refer to Annexure 4 of the Circular which includes an extract of section 115
of the Companies Act. Should shareholders exercise their rights in terms of
section 115(3) of the Companies Act, the dates and times set out above will
not be relevant. Shareholders will be notified separately of the applicable
dates and times under this process.
All times given in this document are local times in South Africa.
Share certificates may not be dematerialised after Thursday, 29 December
2011.
If the Shareholders` meeting is adjourned or postponed, forms of proxy
submitted for the initial Shareholders` meeting will remain valid in respect
of any adjournment or postponement of the Shareholders` meeting.
Although the salient dates and times are stated to be subject to change, such
statement may not be regarded as consent or dispensation for any change to
time periods which may be required in terms of the Takeover Regulations,
where applicable, and any such consents or dispensations must be specifically
applied for and granted.
Johannesburg
10 November 2011
Corporate Advisor and Designated Advisor to African Brick
Grindrod Bank Limited
Independent Expert to African Brick
BDO Corporate Finance Proprietary Limited
Corporate Law Advisor to Yakani
Taback and Associates Proprietary Limited
Date: 10/11/2011 11:04:21 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.
