| Fri 17 Aug 2001, 0:00 | | Sondor - Salient Dates For The Scheme Of Arrangeme |
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SONDOR INDUSTRIES LTD
(Incorporated in the Republic of South Africa)
(Registration number 1987/003475/06)
("Sondor" or "the Company")
SALIENT DATES FOR THE SCHEME OF ARRANGEMENT ("THE SCHEME") PROPOSED BY ECO-
BAT TECHNOLOGIES PLC ("ECO-BAT"), IN TERMS OF SECTION 311 OF THE COMPANIES
ACT, 1973 (ACT 61 OF 1973) as amended ("THE ACT"), BETWEEN THE COMPANY AND
ITS SHAREHOLDERS, OTHER THAN ECO-BAT AND ITS SUBSIDIARIES
1. INTRODUCTION
It was announced on Thursday, 12 July 2001 that a scheme of arrangement
would be proposed in terms of the Act between the Company and its
shareholders, other than Eco-Bat and its subsidiaries, in terms of which the
Company will acquire all the shares in the stated capital of Sondor held by
shareholders, save for those held by Eco-Bat and its subsidiaries.
2. THE SCHEME
The scheme will, if it becomes operative, result in the Company being wholly-
owned by Eco-Bat and its subsidiaries and the Company will be delisted from
the JSE Securities Exchange South Africa ("the JSE").
If the scheme becomes operative, shareholders registered as such on the
record date of the scheme will receive 150 cents per Sondor share held on
that date, plus interest (at the 32-day notice deposit rate determined by
First National Bank of Southern Africa Limited) calculated from 6 July 2001.
The record date is expected to be Friday, 28 September 2001.
On Wednesday, 15 August 2001, the High Court of South Africa (Cape of Good
Hope Provincial Division) granted an Order authorising the convening of a
scheme meeting of shareholders of the Company other than Eco-Bat and its
subsidiaries to consider the scheme. The scheme meeting is to be held at
10:00 on Wednesday, 12 September 2001 in the boardroom of Sondor, 22 Inyoni
Street, Maitland, Cape Town. The scheme meeting will be preceded by a
general meeting of shareholders of the Company at 09:30 in order to consider
and pass the resolutions necessary to implement the scheme.
3. RECOMMENDATION AND OPINIONS
3.1 BDO Spencer Steward (CT) Inc. ("BDO") has been appointed as the
independent financial adviser to the minorities of Sondor. BDO has advised
the Sondor board that the terms of the scheme are fair and reasonable.
3.2 The directors of Sondor have considered the terms of the scheme and are
unanimously of the opinion that they are fair and reasonable to
shareholders. The directors recommend that shareholders vote in favour of
the scheme. Those directors who hold shares in the Company intend to vote in
favour of the scheme.
4. SALIENT DATES AND TIMES OF THE SCHEME
2001
Last day to lodge form of proxy for
the general meeting, by 09:30 on Monday, 10 September
Last day to lodge form of proxy for
the scheme meeting, by 10:00 on (see note 1 below) Monday, 10 September
Last day to register as a shareholder in order
to vote at the scheme meeting, by 16:00 on Monday, 10 September
General meeting to be held at 09:30 on Wednesday, 12
September
Scheme meeting to be held at 10:00 on
(see note 2 below) Wednesday, 12
September
Application to Court to sanction scheme Tuesday, 25 September
Suspension of Sondor shares on the JSE,
from commencement of business on Thursday, 27 September
Results announcement published on Thursday, 27 September
Record date to participate in the scheme, by 16:00 on Friday, 28 September
Termination of listing of Sondor shares on the JSE,
from close of business on Friday, 28 September
Operative date of the scheme on Monday, 1 October
Payment to scheme participants from
(see note 3 below) Monday, 1 October
Notes:
1. If a form of proxy for the scheme meeting is not received by
Computershare Services Limited by 10:00 on Monday, 10 September 2001, it may
be handed to the chairperson of the scheme meeting up to 10 minutes before
the scheme meeting commences.
2. The scheme meeting will be held at 10:00 on Wednesday, 12 September 2001
provided that the general meeting is concluded or adjourned by 09:50 on that
day. If the general meeting is not concluded or adjourned by 09:50 then the
scheme meeting will commence 10 minutes after the conclusion or adjournment
of the general meeting.
3. Only for shareholders who surrender their Sondor shares by returning a
duly completed form of acceptance and surrender together with their
documents of title at least five business days prior to the operative date.
Shareholders who do not surrender their Sondor shares by that date, will
have their scheme consideration payment within five business days after the
surrender of the relevant documents of title.
4. Transactions in Sondor shares on the JSE from Tuesday, 25 September 2001
to Thursday, 27 September 2001 will be for immediate settlement. The listing
of Sondor shares will be suspended at the commencement of business on
Thursday, 27 September 2001.
5. These dates and times may be changed. Any such change will be published
in the press.
5. DOCUMENTATION
Documentation setting out details of the scheme will be posted to
shareholders today.
Cape Town
17 August 2001
Corporate advisers to Sondor
Manhattan Equity Corporate Finance
Sponsor
LPC Manhattan Sponsors (Pty) Ltd
(Registration number 1999/024792/07)
Attorneys
Brink Cohen Le Roux & Roodt Inc Attorneys
(Registration number 1993/004501/21)
Independent advisers to the minorities of Sondor
BDO Spencer Steward
Chartered Accountants and Auditors
Registered Accountants and Auditors
(Registration number 1995/002310/21)
Financial advisers to Eco-Bat
Ernst & Young
Chartered Accountants (SA)
(Registered Accountants and Auditors)
Reporting accountants
Ernst & Young
Chartered Accountants (SA)
(Registered Accountants and Auditors)
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