| Wed 11 Jul 2001, 0:00 | | Toyota Sa/wesco - Agreement Announcement |
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Wesco Investments Limited
(Incorporated in the Republic of South Africa)
(Registration number 1968/005871/06)
("Wesco")
TOYOTA SOUTH AFRICA LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1946/020429/06)
("Toyota SA" or "the Company")
Implementation of scheme of arrangement in terms of section 311 of the
Companies Act (Act 61 of 1973),as amended ("Companies Act") Introduction
On 11 May 2001 it was announced that the Company intended to proceed with a
scheme of arrangement in terms of section 311 of the Companies Act ("the
scheme") between the Company and its shareholders (other than Wesco, the
Company's controlling shareholder, and Toyota Motor Corporation of Japan)
("scheme members"). This announcement serves as an update regarding
implementation of the scheme.
Outcome of meetings held in connection with the scheme and fulfilment of
conditions precedent
At the:
general meeting of the Company held at 10:00 on Thursday, 28 June 2001, the
special resolution in terms of section 85 of the Companies Act necessary to
authorise the Company to effect the repurchase of the shares held by scheme
members pursuant to the scheme ("the special resolution") was passed by the
requisite majority of shareholders;
scheme meeting held at 10:15 on Thursday, 28 June 2001, the requisite
majority of scheme members approved the scheme.
On Tuesday, 10 July 2001, the High Court of South Africa (Witwatersrand
Local Division) duly sanctioned the scheme and the Court Order sanctioning
the scheme as well as the special resolution have been registered by the
Registrar of Companies.
As all conditions precedent to the scheme have now been fulfilled, the
scheme is unconditional and will become operative on Monday, 16 July 2001.
Surrender of documents of title and settlement of scheme consideration A
form for the purpose of enabling scheme members to surrender documents of
title in respect of Toyota SA shares ("surrender form") is included in the
circular sent to shareholders of the Company on 6 June 2001. As the scheme
is now unconditional, in order to receive the scheme consideration payment
of R46 per share, payable in South Africa rand ("scheme consideration"),
scheme members are required to surrender their documents of title as soon as
possible to the Company's transfer secretaries, Mercantile Registrars
Limited, 7th Floor, 11 Diagonal Street, Johannesburg, 2001 (PO Box 1053,
Johannesburg, 2000) ("transfer secretaries"). In this regard, a copy of this
announcement accompanied by a further copy of the surrender form, has today
been posted to shareholders of the Company.
Scheme members who have already surrendered, or who lodge their documents of
title with the transfer secretaries on or prior to Friday, 13 July 2001,
will have their scheme consideration posted to them by cheque, at the risk
of the scheme members concerned, on Wednesday, 18 July 2001. Scheme members
who surrender their documents of title to the transfer secretaries after
Friday, 13 July 2001 will have their scheme consideration posted to them by
cheque within 5 business days of receipt thereof.
Should a scheme member wish to arrange for the collection of a cheque from
the transfer secretaries, it will be incumbent upon such scheme member to
make timeous prior arrangements directly with the transfer secretaries.
Record date for entitlement to scheme consideration
Shareholders are reminded that the scheme consideration will be paid to all
scheme members registered as such in the books of the Company at the close
of business on Friday, 13 July 2001.
Listing of Toyota SA
As the scheme is now unconditional, the listing of the Company on the JSE
Securities Exchange South Africa ("the JSE") will be:
suspended with effect from the commencement of trading on the JSE on
Thursday, 12 July 2001;
terminated with effect from the close of trading on the JSE on Friday, 13
July 2001.
Implication of the scheme on Wesco
As detailed more fully in the announcement of 11 May 2001, with effect from
Monday, 16 July 2001, Wesco's shareholding in Toyota SA will increase from
50,0025% to 64,28% as a consequence of the implementation of the scheme and
cancellation of scheme members shares.
Johannesburg
11 July 2001
Corporate adviser and sponsor to Toyota SA and Wesco PricewaterhouseCoopers
Corporate Finance (Pty) Ltd
(Registration number 1970/003711/07)
Independent legal adviser to Toyota SA Webber Wentzel Bowens
Independent investment bank and financial adviser to Toyota SA Nedcor
Investment Bank
