| Thu 12 Apr 2001, 0:00 | | Genop - Salient Dates For The Scheme Of Arrangemen |
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GENERAL OPTICAL COMPANY LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1948/031268/06)
("Genop" or "the company")
SALIENT DATES FOR THE SCHEME OF ARRANGEMENT (THE "SCHEME") PROPOSED BY ABRAHAM
ELIEZER ABRAHAMSON, IN TERMS OF SECTION 311 OF THE COMPANIES ACT, ACT 61 OF
1973 ("THE ACT"), BETWEEN THE COMPANY AND ITS SHAREHOLDERS
1. INTRODUCTION
1.1 It was announced on Tuesday, 6 March 2001 that a scheme of arrangement
would be proposed in terms of the Act between the company and its shareholders,
other than the Abrahamson Consortium, in terms of which the company will
acquire all the shares in the capital of Genop held by shareholders, save for
those held by the Abrahamson Consortium.
1.2 For the purposes of the scheme the "Abrahamson Consortium" means A E
Abrahamson, F S Salomon, L P Abrahamson ("Abrahamson family") and members of
the company through which the Abrahamson family or trusts under which they may
benefit, indirectly, hold shares in the capital of Genop.
2. THE SCHEME
The scheme will, if it becomes operative, result in the company being
wholly-owned by the Abrahamson Consortium and the company will be delisted from
the JSE Securities Exchange South Africa ("the JSE").
If the scheme becomes operative, shareholders registered as such on the record
date of the scheme will receive 500 cents per Genop share held on that date.
The record date is expected to be Friday, 25 May 2001.
On Tuesday, 10 April 2001, the High Court of South Africa (Witwatersrand Local
Division) granted an Order authorising the convening of a scheme meeting of
shareholders of the company to consider the scheme. The scheme meeting is to be
held at 10:00 on Wednesday, 9 May 2001. The scheme meeting will be preceded by
a general meeting of shareholders of the company in order to consider and pass
the resolutions necessary to carry the scheme into effect.
3. RECOMMENDATION AND OPINIONS
3.1 Cadiz Investment Bank Limited ("Cadiz") has been appointed as the
independent financial adviser to the board of directors of Genop. Cadiz has
advised the Genop board that the terms of the scheme are fair and reasonable.
3.2 The directors of Genop have considered the terms of the scheme and are
unanimously of the opinion that they are fair and reasonable to shareholders.
The directors recommend that shareholders vote in favour of the scheme. Those
directors (other than members of the Abrahamson Consortium) who hold shares in
the company intend to vote in favour of the scheme.
4. SALIENT DATES AND TIMES OF THE SCHEME
2001
Last day to lodge form of proxy for the general meeting,
by 09:30 on Monday, 7 May
Last day to lodge form of proxy for the scheme meeting,
by 10:00 on (see note 1 below) Monday, 7 May
Last day to register as a shareholder in order to vote
at the scheme meeting, by 16:00 on Monday, 7 May
General meeting to be held at 09:30 on Wednesday, 9 May
Scheme meeting to be held at 10:00 on (see note 2 below) Wednesday, 9 May
Application to Court to sanction the scheme Tuesday, 22 May
Suspension of Genop shares on the JSE,
from close of business on Thursday, 24 May
Results announcement published on Thursday, 24 May
Record date to participate in the scheme, by 16:00 on Friday, 25 May
Termination of listing of Genop shares on the JSE,
from close of business on Friday, 25 May
Operative date of the scheme on Monday, 28 May
Consideration cheques posted to scheme participants on
(see note 3 below) Monday, 28 May
Notes:
1. If a form of proxy for the scheme meeting is not received by Mercantile
Registrars Limited by 10:00 on Monday, 7 May 2001, it may be handed to the
chairperson of the scheme meeting up to 10 minutes before the scheme meeting.
2. The scheme meeting will be held at 10:00 on Wednesday, 9 May 2001 provided
that the general meeting is concluded or is adjourned by 09:50 on that day. If
the general meeting is not concluded or adjourned by 09:50 then the scheme
meeting will commence 10 minutes after the conclusion or adjournment of the
general meeting.
3. Only for shareholders who surrender their Genop shares by returning a duly
completed form of surrender together with their documents of title at least
five business days prior to the operative date. Other shareholders will have
their scheme consideration posted within five business days after the surrender
of the relevant documents of title.
4. Transactions in Genop shares on the JSE from Monday, 21 May 2001 to
Thursday, 24 May 2001 will be for immediate settlement. The listing of Genop
shares will be suspended at the close of business on Thursday, 24 May 2001.
5. These dates and times may be changed. Any such change will be published in
the press.
5. DOCUMENTATION
Documentation setting out details of the scheme will be posted to shareholders
today.
Sandton
12 April 2001
Corporate law advisers and consultants to Genop and the Scheme
Edward Nathan & Friedland (Pty) Ltd
(Registration number 1999/026464/07)
Sponsor
ENF Sponsors (Pty) Ltd
(Registration number 2000/027636/07)
Reporting accountants and auditors
Reporting accountants and auditors
Chartered Accountants (SA)
Attorneys to the scheme
Knowles Husain Inc Attorneys
(Registration number 2000/000004/21)
Investment bank
Cadiz Investment Bank Limited
(Registration number 1882/000030/06)
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