| Thu 24 May 2001, 0:00 | | Genop - Implementation Of 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")
Implementation of the scheme of arrangement in terms of section 311 of the
Companies Act, 1973 (Act 61 of 1973), as amended, proposed by AE Abrahamson
between Genop and its shareholders, other than the Abrahamson Consortium
(the "scheme")
Approval of the scheme
Further to the announcement dated 11 May 2001 to the effect that the
requisite majority of Genop shareholders had approved the scheme at the
scheme meeting, the scheme has now been sanctioned by the High Court of
South Africa (Witwatersrand Local Division). This occurred on Tuesday, 22
May 2001 and the Order of Court sanctioning the scheme has been lodged with
the Registrar of Companies for registration. Accordingly, subject to
registration of the Order of Court, the scheme will become operative on
Monday, 28 May 2001 (the "operative date").
In terms of the scheme, Genop shareholders registered as such on Friday, 25
May 2001 (the "record date") who have surrendered their documents of title
will receive the scheme consideration of 500 cents per scheme share (the
"scheme consideration").
Surrender of documents of title
In order to receive the scheme consideration, Genop shareholders who have
not already done so, are required to surrender their documents of title to
Mercantile Registrars Limited, 7th Floor, 11 Diagonal Street, Johannesburg,
2001 (PO Box 1053, Johannesburg, 2000) (the "transfer secretaries"). A
further form of surrender will be included in a surrender circular which
will be posted to Genop shareholders on the operative date. Existing
documents of title in respect of Genop shares will have no value from the
commencement of business on the operative date, other than for surrender in
exchange for the scheme consideration.
Subject to the requirements of the South African Exchange Control
Regulations (as described in the circular to Genop shareholders dated 12
April 2001) cheques in respect of the scheme consideration will be posted
on the operative date by ordinary post, at the risk of such shareholders, to
those Genop shareholders whose documents of title have been received by the
transfer secretaries by no later than five business days prior to the
operative date, and to all other Genop shareholders within five business
days following the receipt of their documents of title.
Listing
The listing of Genop shares on the JSE Securities Exchange South Africa will
be suspended with effect from 16:00 on Thursday,
24 May 2001 and terminated with effect from 16:00 on Friday,
25 May 2001.
Johannesburg
24 May 2001
Corporate law advisers and consultants to Genop and the scheme
Edward Nathan & Friedland
(Registration number 1999/026464/07)
Sponsor
ENF Sponsors (Proprietary) Limited
(Registration number 2000/027636/07)
Reporting accountants and auditors
Moores Rowland
Attorneys to the scheme
Knowles Husain
(Registration number 2000/000004/21)
Investment bank
Cadiz Investment Bank Limited
(Registration number 1882/000030/06)
