| Thu 13 Dec 2001, 0:00 | | Monex - Salient Dates For The Offer And Further Ca |
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Monex Limited
(Incorporated in the Republic of South Africa)
(Registration number 1968/010805/06)
Share code: MNX ISIN: ZAE000025748
("Monex" or "the Company")
SALIENT DATES FOR THE OFFER TO MONEX MINORITIES AND FURTHER CAUTIONARY
ANNOUNCEMENT
1. INTRODUCTION
As set out in the announcement dated 13 November 2001, BoE Bank Limited
("the Offeror") will make an offer to minority shareholders of Monex ("the
offer") to acquire all their shares in Monex ("the offer shares") at a price
of 80 cents per Monex share.
The JSE Securities Exchange South Africa ("JSE") has approved the
delisting of Monex shares ("the delisting"), subject to approval by the
majority of Monex shareholders, excluding the Offeror and companies in the
BoE Group, of the requisite ordinary resolution in general meeting.
A special general meeting has been called at 09:00 on Friday, 18 January
2002 at Monex's registered office to vote on the ordinary resolution
proposing the delisting. Monex minorities who, collectively, hold
approximately 60% of the offer shares have irrevocably undertaken to accept
the offer and to vote in favour of the ordinary resolution to delist the
Company.
2. MECHANISM FOR IMPLEMENTATION
The Offeror intends to implement the offer by means of either a scheme of
arrangement in terms of section 311 of the Companies Act No. 61 of 1973, as
amended ("the Act"), or should the scheme of arrangement not be successfully
implemented, by means of an offer to minority shareholders of Monex in terms
of section 440 of the Act. In the event of an offer to minority shareholders
of Monex and if minority shareholders holding 90% or more of the offer
shares accept the offer, the Offeror will invoke the provisions of section
440K of the Act and the shares of Monex shareholders who have not accepted
the offer will be compulsorily acquired.
The High Court of South Africa (Cape of Good Hope Provincial Division)
("the Court") has now ordered that a meeting of Monex shareholders ("the
scheme meeting") be convened to consider the scheme of arrangement.
The notice convening the scheme meeting is published elsewhere in this
newspaper.
3. CONDITIONS PRECEDENT
The scheme is subject to the fulfilment of the following conditions
precedent:
3.1 the scheme having been approved by a majority representing not less than
75% of the votes exercisable by Monex shareholders, excluding the Offeror
and companies in the BoE Group, present and voting, either in person or by
proxy, at the scheme meeting;
3.2 the sanction of the scheme by the Court; and
3.3 a certified copy of the Order of Court sanctioning the scheme having
been registered by the Registrar of Companies in terms of the Act.
4.SALIENT DATES AND TIMES
2002
Last day to register to vote at the special
general meeting and scheme meeting by 16:00 on Wednesday, 16 January
Last day for receipt of proxies for the special
general meeting by 09:00 on (see note 1 below) Thursday, 17 January
Last day for receipt of proxies for the
scheme meeting by 10:00 on (see note 2 below) Thursday, 17 January
Special general meeting to be held at 09:00 on Friday, 18 January
Scheme meeting to be held at 10:00 on Friday, 18 January
Publication of results of scheme meeting on Tuesday, 22 January
Court hearing to sanction the scheme on Tuesday, 29 January
IF THE SCHEME IS SANCTIONED AND IMPLEMENTED:
Results of the scheme published on Wednesday, 30 January
Suspension of listing of Monex shares at
commencement of trading on Wednesday, 30 January
Record date on which shareholders must be
registered to receive the scheme consideration
by close of trading on Friday, 1 February
Termination of listing of the Monex shares on the
JSE at the commencement of trading on Monday, 4 February
Operative date of the scheme at the
commencement of trading on Monday, 4 February
Scheme consideration cheques posted to
scheme participants (if documents of title are
received on or prior to the record date) on Monday, 4 February
or, failing receipt of documents of title on or
before the record date, 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 Wednesday, 30 January
Offer opens at 09:00 on Thursday, 31 January
Offer closes at 14:30
(assuming no extension of the offer) on Friday, 22 February
Offer consideration cheques posted to shareholders
(if documents of title are received on or prior to
the closing date of the offer) on Monday, 25 February
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.
Last day for receipt of postal acceptances
by 14:30 on Friday, 1 March
Results of the offer and notice in terms of
section 440K of the Act, if applicable,
published on Monday, 4 March
Compulsory acquisition of the shares becomes
effective (if applicable and assuming no extension
of the offer) on Monday, 15 April
Notes:
1. If a form of proxy is not received by the time and date shown above, it
may be handed to the chairperson of the special general meeting not later
than ten minutes before the special general meeting is due to commence.
2. If a form of proxy is not received by the time and date shown above, it
may be handed to the chairperson of the scheme meeting not later than ten
minutes before the scheme meeting is due to commence.
3. These dates and times may be changed by mutual agreement between Monex
and BoE Bank Limited. Any such change will be published in the press and on
SENS.
4. In the event of the scheme not becoming operative, the anticipated date
on which the listing of Monex shares on the JSE will be terminated, will be
announced in the press and on SENS.
5. CIRCULAR
A circular containing details of the scheme and the notice convening the
scheme meeting will be posted to Monex shareholders today.
6. FURTHER CAUTIONARY ANNOUNCEMENT
Further to the cautionary announcement dated 19 November 2001, Monex
shareholders are advised that negotiations regarding the possible disposal
of Monex's interest in Canal Walk shopping centre to an unrelated third
party are still in progress. As the successful completion of negotiations
may have an effect on the price at which Monex shares trade on the JSE,
Monex shareholders are advised to exercise caution when dealing in their
Monex shares until a further announcement is made.
Johannesburg
14 December 2001
Corporate advisor to the scheme
BOE Merchant Bank
A Division of BOE Bank Limited
Co. Reg. No. 1951/000847/06
Transfer secretaries
Computershare Services Limited
(Registration number 1958/003546/06)
Co-sponsor to Monex
BoE Securities (Pty) Ltd
Member of the JSE Securities Exchange South Africa
Co. Reg. No. 1995/012240/07
Lead sponsor and independent advisor to Monex
KPMG
Attorneys to the scheme
Sonneberg Hoffmann & Galombik
