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with an offer in terms of section 440K of the Companies Act
Astral Foods Limited
(Share code: ARL)
(ISIN number ZAE000029757)
(Registration number 1978/003194/06)
("Astral")
National Chick Limited
(Share code: NCX)
(ISIN number ZAE000010591)
(Registration number 1980/008743/06)
("Natchix")
Salient dates of the proposed scheme of arrangement coupled with an offer in
terms of section 440K of the Companies Act
1. Introduction
It was announced in the press on Friday 10 August 2001 that Astral intended
to make an offer to acquire all the shares in Natchix not already owned by
it, at a price of 200 cents per share.
Astral will propose a scheme of arrangement in terms of section 311 of the
Companies Act, 1973 (Act 61 of 1973) which, if implemented, will result in
Natchix becoming a wholly-owned subsidiary of Astral and the listing of
Natchix shares on the JSE Securities Exchange South Africa ("JSE") being
terminated.
The scheme will be proposed by Astral between Natchix and its shareholders
other than Astral. The scheme is coupled with an offer in terms of section
440K of the Companies Act, which will take effect if the scheme does not
become operative ("the offer").
2. Scheme meeting
Natchix shareholders are advised that application to the High Court to
convene the scheme meeting will be made on Tuesday 11 September 2001.
If the court gives leave to convene the scheme meeting, a circular
containing details of the scheme and offer will be posted to Natchix
shareholders on Wednesday 12 September 2001.
3. Important dates and times
2001
Court grants leave to convene meeting on Tuesday 11 September
Circular posted to Natchix shareholders on Wednesday 12 September
Last day to trade in order to vote at
the scheme meeting Tuesday 25 September
Record date to vote at the scheme meeting Tuesday 2 October
Last day for receipt of proxies for the
scheme meeting by 11:00 on Wednesday 3 October
Scheme meeting held at 11:00 on Thursday 4 October
Final date announcement Friday 12 October
Court hearing to sanction the scheme on Monday 15 October
If the scheme is sanctioned and implemented:
Results of the scheme published on Tuesday 16 October
Last day to trade for shareholders wishing
to receive the scheme consideration Friday 19 October
Suspension of listing of Natchix at
commencement of trading on Monday 22 October
Record date on which shareholders must be
registered to receive the scheme
consideration on Friday 26 October
Termination of listing of the shares on
the JSE at the commencement of trading on Monday 29 October
Operative date of the scheme at the
commencement of trading on Monday 29 October
Scheme consideration cheques posted to
scheme participants (if documents
of title are received on or prior
to the closing date of the offer) on Monday 29 October
Or, failing receipt of documents of title
on or before the closing date of the offer,
within five business days of receipt
thereof by the transfer secretaries.
If the scheme is not implemented and the
offer becomes operative:
Press announcement that the offer will
become operative published by no later than Tuesday 16 October
Offer opens at 09:00 on Wednesday 17 October
Last day to trade for shareholders wishing
to receive the offer consideration Friday 2 November
Offer closes at 16:00 (assuming no extension
of the offer) on Friday 9 November
Offer consideration cheques posted to
shareholders (if documents of title are
received on or prior to the closing date
of the offer) on Monday 12 November
Or, failing receipt of documents of title
on or before the closing date of the offer,
within five business days of receipt
thereof by the transfer secretaries.
Results of the offer and notice in terms
of section 440K, if applicable, published on Monday 12 November
Compulsory acquisition of the shares becomes
effective (if applicable and assuming no
extension of the offer) on Monday 24 December
Notes:
1. If forms of proxy in respect of the scheme meeting are not received by
the time and date shown above, they may be handed to the Chairman of the
scheme meeting not later than 10 minutes before the commencement of the
scheme meeting.
2. The abovementioned dates and times may be changed. Any such change will
be published in the press and on the Stock Exchange News Service.
3. If the offer takes effect and, on or prior to the closing date of the
offer, it has been accepted by Natchix shareholders holding not less than
90% of the shares subject to the offer, Astral reserves the right to invoke
the provisions of section 440K(1) of the Companies Act. In such event, an
appropriate announcement will immediately be published in the press.
4. Independent adviser's opinion and recommendation
BoE Merchant Bank, a division of BoE Bank Limited ("BoEMB") has advised the
board of directors of Natchix that it has considered the terms and
conditions of the scheme and the offer and is of the opinion that the
consideration offered is fair and reasonable to Natchix shareholders.
Accordingly, BoEMB recommends that Natchix shareholders vote in favour of
the scheme or, if applicable, accept the offer.
5. Documentation
The JSE and the Securities Regulation Panel have approved the circular
relating to the scheme and the offer, which will be posted to shareholders
on Wednesday 12 September 2001.
Pretoria Umlaas Road
5 September 2001 5 September 2001
Adviser and transactional sponsor to Astral
RAND MERCHANT BANK
CORPORATE FINANCE
A Division of FirstRand Bank Limited
Independent adviser to Natchix
BoE Merchant Bank
A Division of BoE Bank Limited
Co. Reg. No. 1951/000847/06
Sponsor to Astral
ING BARINGS
Sponsor to Natchix
BoE SECURITIES (Pty) Ltd
Member of the JSE Securities Exchange South Africa
Co. Reg. No. 1995/012240/07
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