| Thu 20 Sep 2001, 0:00 | | Omega - Implementation Of The Scheme |
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OMEGA HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/000896/06)
Share code: OMA ISIN code: ZAE 000009536
("Omega")
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")
IMPLEMENTATION OF THE SCHEME
1. APPROVAL OF THE SCHEME
In an announcement dated 7 September 2001, Omega members were advised that
the requisite majority of scheme members had approved the scheme.
The Witwatersrand Local Division of the High Court of South Africa
sanctioned the scheme on Tuesday, 18 September 2001. The Registrar of
Companies registered the Order of Court sanctioning the scheme on Wednesday,
19 September 2001. Accordingly all conditions precedent to the scheme have
been fulfilled and the scheme will become operative on Monday, 8 October
2001 ("the operative date").
SIIC will, accordingly, acquire all the Omega shares of the scheme
participants, being those scheme members who are registered as such at the
close of business on Friday, 5 October 2001 ("the record date"), for a cash
consideration of 8 cents per Omega share ("the scheme consideration").
SURRENDER OF DOCUMENTS OF TITLE
In order to receive the scheme consideration, scheme participants who hold
their shares in certificated form and who have not already done so are
requested to surrender their documents of title as soon as possible to the
transfer secretaries, Mercantile Registrars Limited ("the transfer
secretaries"). In this regard, an additional circular ("the surrender
circular") will be posted to scheme participants on the operative date and
will contain a further form of surrender.
Existing documents of title in respect of Omega shares will have no value
from the commencement of business on Monday, 1 October 2001, when trading in
Omega shares on the JSE Securities Exchange South Africa ("the JSE") will be
suspended, other than for surrender in terms of the scheme in exchange for
the scheme consideration.
Subject to the requirements of the South African Exchange Control
Regulations as described in the circular to Omega members which was dated 16
August 2001, the scheme consideration will be posted to, or, where
arrangements have been made, deposited in the bank accounts of, certificated
scheme participants who have surrendered their documents of title before the
operative date, on the operative date. The transfer secretaries will post
the scheme consideration to those scheme participants who hold their shares
in certificated form and who surrender their documents of title on or after
the operative date, within five business days of receipt of their documents
of title.
Dematerialised scheme participants do not have to take any action in respect
of the surrender of documents of title.
The scheme consideration due to beneficial owners of dematerialised shares
will be made available to their CSDP or broker on the operative date and
will be dealt with in accordance with the provisions of the custody
agreement between each such beneficial owner and his CSDP or broker.
SUSPENSION AND TERMINATION OF LISTING
The trading of Omega shares on the JSE will be suspended with effect from
the commencement of business on Monday, 1 October 2001 and the listing of
Omega shares will be terminated with effect from the commencement of
business on Monday, 8 October 2001.
MIDRAND
20 SEPTEMBER 2001
Corporate advisor and sponsor Legal advisors
Sasfin Bank Limited Webber Wentzel Bowens
(Registration number 1951/002280/06)
