| Thu 12 Apr 2001, 0:00 | | Seartec / Seardel - Salient Dates Of Scheme Of Arr |
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Seartec Limited
(Incorporated in the Republic of South Africa
(Registration number 1987/004962/06)
("Seartec")
Seardel Investment Corporation Limited
(Incorporated in the Republic of South Africa)
(Registration number 1968/011149/06)
("Seardel")
Salient dates of scheme of arrangement
1. COURT ORDER TO CONVENE SCHEME MEETING
Further to the announcement published on 9 March 2001, Seartec shareholders are
advised that the High Court of South Africa (Cape of Good Hope Provincial
Division) ("the Court") granted an Order on Tuesday, 10 April 2001 to convene a
meeting of Seartec shareholders ("the scheme meeting"), to consider and if
deemed fit approve, with or without modification, the scheme of arrangement in
terms of section 311 of the Companies Act, 1973 (Act 61 of 1973), as amended
("the Act"), proposed by Seardel between Seartec and its shareholders, other
than Seardel ("the scheme"), in terms of which Seardel will acquire all the
Seartec shares not already held by Seardel for a cash consideration of 95 cents
per share.
In the event of the scheme not being implemented for any reason, Seardel
intends making an offer in terms of section 440 of the Act to shareholders of
Seartec, other than Seardel, to acquire all the shares not already held by
Seardel for a cash consideration of 95 cents per share ("the offer").
2. SALIENT DATES AND TIMES FOR THE SCHEME AND THE OFFER
2001
Last day to register in order to vote
at the scheme meeting by 16:00 on Friday, 11 May
Last day to lodge forms of proxy
for the scheme meeting by 11:00 on (see note 1) Thursday, 17 May
Scheme meeting to be held at 11:00 on Friday, 18 May
Court hearing to sanction the scheme on Tuesday, 29 May
If the scheme is sanctioned (see note 4):
Listing of Seartec shares suspended on the JSE
Securities Exchange South Africa ("the JSE") with effect
from commencement of business on Wednesday, 30 May
Record date to participate in the scheme at 16:00 on Friday, 1 June
Operative date of the scheme on Monday, 4 June
Termination of listing of Seartec shares
on the JSE at 16:00 on Friday, 8 June
If the scheme does not become operative (see note 4):
The latest expected date of the offer becoming effective
(if at all) on Monday, 4 June
Expected date for closing the offer (if applicable) on Friday, 29 June
Expected date for compulsory acquisition of shares to
become effective (if applicable) on Monday, 2 July
Notes:
1. If a form of proxy for the scheme meeting is not received by the time and
date shown, it may be handed to the chairman of the scheme meeting by not later
than 10 minutes before the scheme meeting is due to commence.
2. The above dates and times are subject to amendment. Any such amendment will
be published in the press and on the Stock Exchange News Service ("SENS").
3. All transactions in Seartec shares on the JSE during the week ending on the
record date, expected to be Friday, 1 June 2001, will be for immediate
settlement.
4. If the scheme does not become operative and, therefore, the offer becomes
effective, the dates and times applicable to the offer will be published in the
press and on SENS.
3. DOCUMENTATION
A circular containing full details of the scheme, the notice convening the
scheme meeting and the substitute offer, which has been approved by the JSE and
the Securities Regulation Panel will be posted to Seartec shareholders on
Thursday, 12 April 2001.
Cape Town
11 April 2001
Corporate adviser
Ansdale Management Services (Pty) Ltd
trading as Ansdale Corporate Finance
(Registration number 1986/004794/06)
Attorneys to the scheme
Sonneberg Hoffmann & Galombik Inc.
(Registration number 1993/000565/21)
Sponsor
KPMG
Independent adviser to scheme members
Moores Rowland
Chartered Accountants (SA)
