| Mon 1 Oct 2001, 0:00 | | Ppc - Implementation Of Scheme And Revised Timetab |
|
Pretoria Portland Cement Company Limited
(Incorporated in the Republic of South Africa)
(Registration number 1892/000667/06)
("PPC")
Share code: PPC
ISIN number: ZAE 000005559
Portland Holdings Limited
(Incorporated in the Republic of Zimbabwe)
(Registration number 83/46)
("Porthold")
Share code: POR
ISIN number: ZW 0009011421
Implementation of scheme and revised timetable
Further to the announcement dated 10 September 2001, shareholders of PPC and
Porthold are advised that two further conditions precedent to the scheme of
arrangement, proposed by PPC in terms of section 191 of the Zimbabwe
Companies Act, Chapter 24:03, as amended, between Porthold and its
shareholders ("the scheme"), have been fulfilled. In this regard:
* the Industry and Trade Competition Commission of Zimbabwe ("the
Commission") has approved the proposed merger of PPC and Porthold, subject
to the condition that PPC should honour its commitment to maintain Porthold
as a going concern and to continue producing cement in Zimbabwe. Should PPC
decide in future to dispose of Porthold by sale or otherwise, it shall
consult the Commission prior to finalising such disposal; and
* the High Court of Zimbabwe has sanctioned the scheme.
The final condition precedent to the scheme is the delivery for registration
of a copy of the scheme document and the Order of Court sanctioning the
scheme to the Registrar of Companies in Zimbabwe ("the Registrar"). This is
expected to occur by Thursday, 11 October 2001 and the scheme will therefore
become operative on Thursday, 18 October 2001.
A revised timetable together with instructions to Porthold shareholders as
to the action to be taken in order to claim the scheme consideration is set
out below.
REVISED TIMETABLE 1
2001
Suspension of Porthold shares on the JSE
Securities Exchange South Africa ("JSE") from Wednesday, 10 October
the commencement of business on
Delivery of the scheme document and the Order of
Court to the Registrar for registration by Thursday, 11 October
Record date to determine participation in the
scheme at the close of business on 2 Friday, 12 October
Termination of the listings of Porthold shares
on the Zimbabwe Stock Exchange ("ZSE") and the
JSE with effect from the commencement of Monday, 15 October
business on
Operative date of the scheme Thursday, 18 October
Scheme consideration to be posted to Porthold Thursday, 18 October
shareholders from
(If documents of title are received prior to the
record date, failing which, within 5 business
days of receipt thereof by the transfer
secretaries)
Listings of new PPC shares on the ZSE and the
JSE from the commencement of business on Thursday, 18 October
Notes:
1 The above dates and times are subject to amendment. Any amendment will be
published in the Zimbabwean and South African press.
2 Transactions in Porthold shares on the ZSE and the JSE for the week ending
Friday, 12 October 2001 will be for immediate settlement.
Porthold shareholders' attention is drawn to the fact that, in terms of a
ruling of the ZSE, if they fail to make an election as to the form of scheme
consideration they wish to receive, they will receive the cash and share
alternative of the scheme consideration, which is the cash equivalent of US$
47.277, to be paid through normal banking channels, plus 2.447 new PPC
shares for each 100 Porthold shares held on the record date, being Friday,
12 October 2001. Porthold shareholders are accordingly urged to ensure that
forms of election are received by the transfer secretaries prior to the
operative date of the scheme, being Thursday, 18 October 2001.
In order for Porthold shareholders to claim the scheme consideration they
must submit their documents of title together with the form of surrender,
election and acceptance, that was attached to the circular to Porthold
shareholders dated 25 July 2001, to the appropriate transfer secretaries at
the addresses set out below. A further circular incorporating a form of
election and surrender will be sent to all Porthold shareholders by
Wednesday, 3 October 2001, alternatively, such forms can be obtained from
the transfer secretaries at the addresses set out below.
In South Africa:
Betty & Dickson
Executive City
Corner Cross Street / Charmaine Avenue
President Ridge
Randburg, 2194
(PO Box 1734, Randburg, 2125, South Africa)
In Zimbabwe:
Corpserve (Private) Limited
4th Floor, Intermarket Centre
Corner 1st Street/ Union Avenue
Harare
(PO Box 2208, Harare, Zimbabwe)
Johannesburg and Bulawayo
28 September 2001
Merchant bank to PPC
SCMB
Sponsor to PPC in South Africa
Cazenove
Attorneys to PPC in South Africa
Bowman Gilfillan Inc.
Sponsoring broker to PPC in Zimbabwe
Sagit
Attorneys to PPC in Zimbabwe
Atherstone & Cook
Independent financial advisers to Porthold
PricewaterhouseCoopers
Attorneys to Porthold
Coghlan, Welsh & Guest
