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WINBEL LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1969/009225/06)
("Winbel")
Share code: WNB; ISIN code: ZAE000008025
WINHOLD LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1945/019679/06)
("Winhold")
Share code: WNH; ISIN code: ZAE000008033
GUNDLE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1942/015274/06)
("Gundle")
Share code: GDL; ISIN code: ZAE000012530
INMINS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1969/004321/06)
("Inmins")
Share code: INM; ISIN code: ZAE000003588
(collectively, "the Winbel Group")
SALIENT DATES RELATING TO THE PROPOSED RATIONALISATION OF THE WINBEL GROUP
1. Court orders convening scheme meetings
Further to the announcement dated 5 July 2001, shareholders of the Winbel
Group are advised that the High Court of South Africa (Witwatersrand Local
Division) ("the Court") granted on Tuesday 21 August 2001 orders to convene
meetings of Gundle and Inmins shareholders ("the scheme meetings") to
consider and, if deemed fit, to approve with or without modification, the
schemes of arrangement in terms of section 311 of the Companies Act, 1973
(Act 61 of 1973), as amended, proposed by Winhold between Gundle and Inmins
and their respective shareholders, other than Winhold ("the scheme members"
and "the schemes"), in terms of which Winhold will acquire all of the shares
held by the scheme members for a consideration as follows:
- in respect of Gundle scheme members, 278,291612 ordinary shares in Winhold
per 100 shares in Gundle; and
- in respect of Inmins scheme members, 187,482695 ordinary shares in Winhold
per 100 shares in shares in Inmins.
2. Notices convening general meetings
Notices convening the general meetings to be held by the shareholders of
Winbel and Winhold on 17 September 2001 in order to ratify and implement the
schemes and the unbundling in terms of the proposed rationalisation of the
Winbel Group will be posted to such shareholders today.
3. Salient dates and times relating to implementation of the schemes and the
unbundling
2001
Last date to trade Gundle and Inmins shares on the
JSE Securities Exchange South Africa ("the JSE") so
as to be registered by Thursday 13 September 2001
in order to vote at the scheme meetings Thursday 6 September
Last date to trade for proxies for the
Winhold general meeting Thursday 6 September
Last date to trade Winbel and Winhold shares on the
JSE so as to be registered by Friday 14 September 2001
in order to vote at the Winbel and
Winhold general meetings Friday 7 September
Record date to vote at the scheme meetings Thursday 13 September
Record date for proxies for the general meeting of
Winhold Thursday 13 September
Last day to lodge forms of proxy for the scheme and
general meetings Friday 14 September
Scheme and general meetings held Monday 17 September
Court hearing to sanction the schemes Tuesday 25 September
Press announcement containing results of scheme and
general meetings Friday 28 September
Post second surrender circular to scheme members Friday 28 September
Last date to trade in order to participate
in the schemes Friday 5 October
Listing of Winbel terminates from the close of
business Friday 5 October
Listings of Gundle and Inmins suspended from the
commencement of trading on Monday 8 October
Operative date of the schemes and effective date
of the unbundling Monday 8 October
Listing of Winhold consideration shares commences Monday 8 October
Winhold share certificates posted to scheme members
who have surrendered documents of title by
Friday 5 October 2001 (or within five business days
of documents of title being received by the
transfer secretaries) Monday 8 October
Record date for the schemes Friday 12 October
Listings of Gundle and Inmins terminate from
the commencement of trading on Monday 15 October
Notes:
1. No Winhold consideration shares may be traded unless dematerialised.
2. No Winhold, Gundle or Inmins shares may be dematerialised between 28
September 2001 and 12 October 2001 inclusive.
3. The attention of Winbel shareholders is drawn to the fact that,
notwithstanding that Winhold has converted its share capital to STRATE,
Winbel shareholders will receive a share certificate in respect of the
Winhold distributable shares and will be required to dematerialise such
share certificates in order to trade their shares on the JSE. The
dematerialisation process can take between 24 hours and 10 days, depending
on the volumes being processed by STRATE at the time of dematerialisation.
4. Documentation
Circulars containing full details of the schemes (including the Orders of
Court and the notices convening the scheme meetings) and the notices
convening the general meetings, all of which have been approved by the JSE
and the Securities Regulation Panel, will be posted to the relevant
shareholders today.
Johannesburg
24 August 2001
Corporate adviser
Lanark Financial Services (Proprietary) Limited
(Registration number 1999/021799/07)
Attorneys
FRRW
Fluxman Rabinowitz - Raphaely Weiner Inc. Attorneys
www.frrw.co.za
Sponsor
LPC Manhattan Sponsors (Pty) Ltd
(Registration number 1999/024792/07)
Auditors to the Winbel group and reporting accountants to Winbel and Winhold
PricewaterhouseCoopers Inc.
Chartered Accountants (SA)
Registered Accountants & Auditors
(Registration no. 1998/012055/21)
Independent reporting accountants to Gundle and Inmins
Burn Reynolds & Co.
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