| Wed 31 Oct 2001, 0:00 | | I-fusion/bidvest - Sanction Of The Scheme Of Arran |
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I-Fusion Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1983/013542/06)
Share code: IFS ISIN: ZAE000026241
("I-Fusion")
The Bidvest Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1946/021180/06)
Share code: BVT ISIN: ZAE000008132
("Bidvest")
SANCTION OF THE SCHEME OF ARRANGEMENT BY THE HIGH COURT
SANCTIONING OF THE SCHEME
Further to the announcement dated October 26 2001, Investec Bank Limited is
authorised to announce that the scheme of arrangement ("the scheme")
proposed by Bidvest between I-Fusion and its shareholders, other than
Bidvest, was sanctioned by the High Court of South Africa (Transvaal
Provincial Division) ("the Court") on Tuesday, October 30 2001. The Order
of the Court sanctioning the scheme has been lodged with the Registrar of
Companies ("the Registrar") for registration on Wednesday, October 31 2001.
Apart from the Registrar's registration of the Order of Court, all other
outstanding conditions precedent relating to the scheme have been fulfilled.
TERMINATION OF STOCK EXCHANGE LISTING
The listing of I-Fusion shares on the JSE Securities Exchange South Africa
will be suspended from the commencement of business on Monday, November 5
2001, and will be terminated with effect from the commencement of business
on Monday, November 12 2001. The record date to determine the participants
in the scheme will be the close of business on Friday, November 9 2001
("the record date"). The operative date of the scheme will be the
commencement of business on Monday, November 12 2001.
SCHEME CONSIDERATION AND SURRENDER OF I-FUSION DOCUMENTS OF TITLE
In terms of the scheme, holders of I-Fusion shares, other than Bidvest,
registered as such on the record date ("scheme participants"), are entitled
to receive R0,45 (forty-five cents) for every I-Fusion share held ("the
scheme consideration").
The scheme consideration will be posted on Monday, November 12 2001 to
those scheme participants holding certificated I-Fusion shares
("certificated scheme participants") who have surrendered their documents of
title by 16:00 on the record date, subject to the instructions contained in
the completed forms of surrender. In respect of those certificated scheme
participants who surrender their documents of title after 16:00 on the
record date, the scheme consideration will be posted within five business
days of the surrender of their documents of title in terms of the scheme.
Accordingly, if they have not already done so, certificated scheme
participants should surrender their documents of title as soon as possible
to the transfer secretaries, Mercantile Registrars Limited, 7th Floor, 11
Diagonal Street, Johannesburg, 2001 (PO Box 1053, Johannesburg, 2000) in
order to be paid the scheme consideration.
The scheme consideration will not be sent to certificated scheme
participants unless and until all documents of title in respect of the
relevant I-Fusion shares have been surrendered to the transfer secretaries
as set out above.
A form of surrender was included in the circular posted to I-Fusion
shareholders on Friday, October 5 2001 and a further form of surrender will
be posted to I-Fusion shareholders on Thursday, November 1 2001 along with
this announcement.
Scheme participants who hold dematerialised shares ("dematerialised scheme
participants") will have their holdings withdrawn and the scheme
consideration credited to their Central Securities Depository Participant
("CSDP") or broker account on Monday, November 12 2001, in terms of the
custody agreement entered into between the dematerialised scheme participant
and their CSDP or broker.
Sandton
November 1 2001
Merchant bank
Investec Bank Limited
(Registration number 1969/004763/06)
Lead sponsor to Bidvest and sponsor to I-Fusion
Investec Securities Limited
Member of the JSE
(Registration number 1972/008905/06)
Attorneys to the transaction
Werksmans attorneys
Co-sponsor to Bidvest
Merrill Lynch South Africa (Pty) Ltd.
Registered Sponsor and Member of the JSE Securities Exchange South Africa
Registration number 1995/001805/07
Independent adviser to scheme participants
Barnard Jacobs Mellet Corporate Finance
Reporting accountants and auditors to I-Fusion
KPMG Registered Chartered Accountants (SA)
(Registration number 1999/021543/21
