| Mon 2 Jul 2001, 0:00 | | Boe And Credcor - Implementation Of The Scheme Of |
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BoE Limited
(Incorporated in the Republic of South Africa)
(Registration number 1987/003281/06)
("BoE"
Credcor Limited
Incorporated in the Republic of South Africa
Registration number 1996/010400/06
("Credcor")
IMPLEMENTATION OF THE SCHEME OF ARRANGEMENT
1. INTRODUCTION
Further to the announcement published on 12 June 2001, BoE Merchant Bank is
authorised to announce that the Competition Tribunal is to consider the
offer by BoE Bank Limited ("BoE Bank"), a wholly-owned subsidiary of BoE, to
acquire the entire issued share capital of Credcor by means of a scheme of
arrangement between Credcor and its shareholders, other than BoE Bank, in
terms of Section 311 of the Companies Act, 1973 (Act 61 of 1973), as amended
("the scheme") at its hearing on Wednesday, 4 July 2001. Should the approval
of the Competition Tribunal be granted on that date, the Order of Court
sanctioning the scheme will be uplifted from the Registrar of the High Court
of South Africa (Durban and Coast Local Division) and registered by the
Registrar of Companies (collectively "the remaining conditions precedent") .
2. EXPECTED SALIENT DATES AND TIMES
Should the remaining conditions precedent be fulfilled by Friday, 6 July
2001, the salient dates and times relating to the scheme are expected to be
as follows:
2001
Press announcement regarding results
of the Competition Tribunal hearing on Thursday, 5 July
Suspension of the listing of Credcor
shares on the JSE Securities Exchange
South Africa ("the JSE") from the
commencement of business on Thursday, 5 July
Record date to determine participation
in the scheme at the close of business on Friday, 6 July
Termination of the listing of Credcor
shares on the JSE from the close of
business on Friday, 6 July
Operative date of the scheme on Monday, 9 July
Scheme consideration posted to Credcor
shareholders from Monday, 9 July
(if documents of title are received prior
to the record date, failing which, within
five business days of receipt thereof by
the transfer secretaries)
3. SURRENDER OF DOCUMENTS OF TITLE
Scheme participants (being shareholders of Credcor, other than BoE Bank,
registered as such at the close of business on the record date) who have not
already done so, are requested to surrender their existing share
certificates and/or other documents of title, together with a form of
surrender, and return it to the transfer secretaries, Computershare Services
Limited, 2nd Floor, Edura, 41 Fox Street, Johannesburg, 2001 (PO Box 61051,
Marshalltown, 2107), in order that they might receive the scheme
consideration of 297,14 cents per Credcor share, which includes interest of
1,14 cents per Credcor share ("the scheme consideration"). Fractional
entitlements to the scheme consideration will accrue for the benefit of BoE
Bank. The scheme consideration will not be sent to scheme participants until
they have surrendered their relevant documents of title, together with a
form of surrender, to the transfer secretaries. A surrender circular,
containing a form of surrender, will be sent to scheme participants on
Monday, 9 July 2001.
Durban
2 July 2001
Merchant bank to BoE
BoE Merchant Bank
A division of BoE Bank Limited
Co Reg No 1951/000847/06
Transfer secretaries
Computershare Services Limited
Registration number 1958/003546/06
Merchant bank and independent advisor to Credcor
Investec Corporate Finance
Investec Bank Limited
Registration number 1969/004763/06
Attorneys to BoE and
to the scheme
Shepstone & Wylie Attorneys
Competition attorneys
Cliffe Dekker Fuller Moore Inc
Registration number 1998/018173/21
Attorneys to Credcor
Webber Wentzel Bowens
Sponsor to BoE
BoE Securities (Pty) Ltd
Member of the JSE Securities Exchange South Africa
Reg No 1995/012240/07
Lead sponsor to BoE
UBS Warburg Corporate Finance South Africa (Pty) Ltd
A financial services group of UBS AG
Member of the JSE Securities Exchange South Africa
Registration number 1994/008363/07
Sponsor to Credcor
Investec bank Limited
Registration number 1969/004763/06
