| Wed 15 Aug 2001, 0:00 | | Omega - Proposed Scheme Of Arrangement And Salient |
|
OMEGA HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/000896/06)
("Omega" or "the company")
Proposed scheme of arrangement in terms of Section 311 of the Companies Act,
1973 (Act 61 of 1973), as amended ("the Act"), proposed by Shanghai
Industrial Investment (Holdings) Company Limited ("SIIC") between Omega and
its members other than SIIC ("the scheme")
SALIENT DATES
1. INTRODUCTION
Further to the detailed announcement published on SENS on 25 July 2001 and
in the press on 26 July 2001, Sasfin Bank Limited is authorised to announce
that, on Tuesday, 7 August 2001, the High Court of South Africa
(Witwatersrand Local Division) granted leave to convene a scheme meeting of
members of the company to consider the scheme. The scheme meeting is to be
held at 10:00 on Friday, 7 September 2001 at 151 Lechwe Street, Corporate
Park, Old Pretoria Road, Midrand, 1685.
2. SALIENT DATES AND TIMES OF THE SCHEME
2001
Last day to trade on the JSE Securities Exchange
South Africa ("JSE") in order to qualify to vote
at the scheme meeting Thursday, 30 August
Last day to register in order to vote at
the scheme meeting Thursday, 6 September
Last day to lodge forms of proxy for the
scheme meeting by 10:00 on (see note 1) Thursday, 6 September
Scheme meeting to be held at 10:00 on Friday, 7 September
Court hearing to sanction the scheme on Tuesday, 18 September
Expected date of announcement confirming,
or extending, the undermentioned dates, to be
made on SENS before the close of business on Thursday, 20 September
Expected final date on which the scheme will
become unconditional Thursday, 20 September
Expected last day to trade on the JSE Friday, 28 September
Expected date of suspension of trading on the JSE Monday, 1 October
Expected record date to determine participation
in the scheme at the close of business on Friday, 5 October
Expected date of termination of the listing of
Omega shares on the JSE at the commencement of
business on Monday, 8 October
Expected operative date Monday, 8 October
Expected date on which the scheme consideration will
be made available (if the scheme becomes operative)
(see notes 3 to 5) from Monday, 8 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 commencement of the scheme meeting.
2. Beneficial owners of dematerialised shares, who wish to attend the scheme
meeting or be represented thereat, must contact their CSDP or broker, who
will provide them with the necessary authority to attend the meeting or be
represented thereat by a proxy. This must be done in terms of the custody
agreement between the beneficial owner and his CSDP or broker.
3. Only those certificated scheme participants who surrender their documents
of title on or before the record date will have their scheme consideration
posted to them by the expected posting date or, if they have so arranged,
have the scheme consideration electronically transferred to their bank
account. If the Omega shares are surrendered after the record date, the
scheme consideration will be posted within five business days of receipt of
the documents of title by the transfer secretaries.
4. Dematerialised scheme participants do not have to take any action in
respect of the surrender of documents of title as required by certificated
scheme participants and will have their scheme consideration paid to them on
the expected posting date, or if they have so arranged, be entitled to have
the scheme consideration electronically transferred to their bank account.
5. Beneficial owners of dematerialised shares will receive, from their CSDP
or broker in accordance with the provisions of the custody agreement between
each such beneficial owner and his CSDP or broker, that portion of the
scheme consideration as is attributable to the dematerialised shares held by
the CSDP or broker on behalf of that beneficial owner.
6. These dates and times may be changed by agreement between SIIC and Omega
and, if necessary, approved by the regulatory authorities. Any such change
will be published in the press.
7. All times given in this document are local times in South Africa.
3. Further announcement and documentation
A circular containing full details of the scheme will be posted to members
on 16 August 2001.
Midrand
15 August 2001
Corporate advisor and sponsor
Sasfin Bank Limited
(Registration number 1951/002280/06)
Legal Advisors
Webber Wentzel Bowens
