| Tue 19 Jun 2001, 0:00 | | African Harvest/pennystocks - Company Announcement |
|
AFRICAN HARVEST LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/013827/06)
("African Harvest")
PENNYSTOCKS INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1989/002549/06)
("Pennystocks")
Salient dates announcement relating to the scheme of arrangement proposed by
African Harvest between Pennystocks and its shareholders, other than African
Harvest, to acquire all of their shares coupled with a mandatory offer
1. Court order to convene scheme meeting
Further to the announcements dated 12 April 2001 and 17 May 2001,
Pennystocks shareholders are advised that the High Court of South Africa
(Cape of Good Hope Provincial Division) ("the Court") granted an Order on
Monday, 18 June 2001 to convene a meeting of Pennystocks 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, proposed by African
Harvest between Pennystocks and its shareholders, other than African Harvest
and its subsidiaries ("the scheme"), in terms of which African Harvest will
acquire all of the shares held by each Pennystocks shareholder for a cash
consideration of 165 cents per share.
2. The offer
In the event of the scheme not being implemented for any reason, an offer in
terms of section 440 of the Companies Act shall be made by African Harvest
to the shareholders of Pennystocks, other than African Harvest and its
subsidiaries, to acquire all of the shares held by each Pennystocks
shareholder for a cash consideration of 165 cents per share ("the offer").
3. Salient dates and times relating to the implementation of the scheme and
the offer
2001
Last day to trade Pennystocks shares on
the JSE Securities Exchange South Africa ("the JSE")
cum the scheme in order to be registered to vote at the
scheme meeting by Friday, 13 July 2001 Friday, 6 July
Record date in order to vote at the scheme meeting
by 16:00 on Friday, 13 July
Last day to lodge forms of proxy for the scheme meeting
by 11:00 on (see note 1 below) Tuesday, 17 July
Scheme meeting to be held at 11:00 on Wednesday, 18 July
Court hearing to sanction the scheme on Tuesday, 31 July
If the scheme is sanctioned (see note 2 below):
Press announcement that the scheme is sanctioned and
will become operative on Thursday, 2 August
Last day to trade Pennystocks shares on the JSE cum the
scheme in order to be registered on the record date to
participate in the scheme on Thursday, 2 August
Date of suspension of listing of Pennystocks shares on
the JSE at commencement of business on Friday, 3 August
Record date to participate in the scheme at 16:00 on Friday, 10 August
Date of termination of listing of Pennystocks shares on
the JSE at 16:00 on Friday, 10 August
Operative date of the scheme on Monday, 13 August
Scheme consideration cheques posted to scheme participants
if documents of title are received on or prior to
Friday, 10 August 2001 on or about Monday, 13 August
If documents of title are received after
Friday, 10 August 2001, scheme consideration cheques
will be posted within five business days of receipt thereof.
If the scheme does not become operative (see note 3 below):
The latest expected date of the offer opening on Thursday, 2 August
Offer consideration cheques posted to offer participants
if documents of title are received on or prior to
Thursday, 2 August 2001 on or about Thursday, 9 August
If documents of title are received after
Thursday, 2 August 2001, offer consideration cheques
will be posted within five business days of receipt thereof.
Last day to trade Pennystocks shares on the JSE cum the
offer in order to be registered timeously to participate
in the offer (see note 4 below) on Friday, 17 August
Expected date for closing of the offer at 16:00 on Friday, 24 August
Press announcement that section 440K of the
Companies Act is invoked on Monday, 3 September
Expected date for compulsory acquisition of shares to
become effective (if applicable)
(see note 5 below) on Monday, 3 September
Date of suspension of listing of Pennystocks shares on
the JSE at the commencement of business on Monday, 3 September
Date of termination of listing of Pennystocks shares on
the JSE at 16:00 on Monday, 1 October
Notes:
(1) If a form of proxy for the scheme meeting is not received by the time
and date shown above, 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) All transactions in Pennystocks shares on the JSE during the week
ending on the date of suspension of the listing of the Pennystocks shares on
the JSE, expected to be Friday, 3 August 2001, will be settled by Friday,10
August 2001.
(3) If the offer becomes effective as a result of the scheme not becoming
operative, the dates and times applicable to the offer will be published in
the press and on SENS.
(4) Shareholders should note that as the company is now trading in the
STRATE environment, settlement for trade takes place five days after the
last day to trade. Therefore shareholders who acquire Pennystocks shares
after the last day to trade will not be eligible to participate in the
offer.
(5) Should section 440K of the Companies Act be invoked, all Pennystocks
shareholders registered as such by that date will be eligible to receive the
offer consideration.
(6) The above dates and times are subject to amendment. Any such amendment
will be published in the press and on SENS.
4. Documentation
A circular containing full details of the scheme, the notice convening the
scheme meeting and mandatory offer, which has been approved by the JSE and
the Securities Regulation Panel, will be posted to Pennystocks shareholders
on 20 June 2001.
Cape Town
20 June 2001
Corporate advisers to African Harvest
African Harvest Capital (Pty) Ltd
(Registration number 1998/001469/07
Independent adviser
Ernst & Young
Chartered Accountants (SA)
(Registered Accountants and Auditors)
Corporate advisers to Pennystocks
Axon Corporate Services
Registration no: 1998/012882/07
Attorneys to the scheme
Sonneberg Hoffmann & Galombik Inc.
(Registration number 1993/000565/21)
Sponsor to African Harvest
Deutsche Securities
Member of the Deutsche Bank Group
Deutsche Securities (SA) (Pty) Limited
(Registration number 1995/011798/07)
