| Tue 22 Jan 2002, 0:00 | | Batepro / Charton: Fulfilment Of The Remaining Con |
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SCHEME
Bateman Project Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1982/003648/06)
Share code: BTO ISIN: ZAE000010450
("Batepro")
Charton Investments S.A.
(Incorporated in the British Virgin Islands)
(Registration number 358762)
("Charton")
FULFILMENT OF THE REMAINING CONDITIONS PRECEDENT TO THE SCHEME
1. FULFILMENT OF THE REMAINING CONDITIONS PRECEDENT TO THE SCHEME
Further to the announcement dated 9 January 2002, Investec Bank Limited is
authorised to announce that the scheme of arrangement in terms of section
311 of the Companies Act, 1973 (Act 61 of 1973), as amended ("the scheme"),
proposed by Charton between Batepro and its shareholders, other than
Charton, was sanctioned by the High Court of South Africa (Transvaal
Provincial Division) on Tuesday, 15 January 2002. The Order of Court
sanctioning the scheme was registered by the Registrar of Companies on
Thursday, 17 January 2002. In addition, the approval of the scheme by the
South African Competition Authorities was received on Friday,18 January
2002.
All the remaining conditions precedent to the scheme have therefore been
fulfilled and Batepro shareholders are requested to take note of the revised
salient dates and times relating to the scheme as set out below.
2. RECORD DATE AND TERMINATION OF STOCK EXCHANGE LISTING
The record date to determine the participants in the scheme will be the
close of business on Friday, 1 February 2002 ("the record date"). The last
day to trade Batepro shares in order to be recorded in the register of
Batepro shareholders on the record date will be Friday, 25 January 2002. The
listing of Batepro shares on the JSE Securities Exchange South Africa will
be suspended from the commencement of business on Monday, 28 January 2002,
and will be terminated from the commencement of business on Monday, 4
February 2002, which date will also be the operative date of the scheme.
3. SCHEME CONSIDERATION AND SURRENDER OF BATEPRO DOCUMENTS OF TITLE
3.1 Scheme consideration
In terms of the scheme, holders of Batepro shares, other than Charton,
registered as such on the record date ("scheme participants"), are entitled
to receive 700 cents per Batepro ordinary share together with interest
thereon at Investec Bank Limited's overnight call rate from 1 February 2002
to 4 February 2002, being the date on which payment will be made available
by Charton to scheme participants ("the scheme consideration").
3.2 Receipt of scheme consideration and surrender of Batepro documents of
title for certificated scheme participants
The scheme consideration will be posted on Monday, 4 February 2002 to those
scheme participants holding certificated shares in Batepro ("certificated
scheme participants") who have surrendered their documents of title by 16:00
on the record date, subject to the instructions and terms contained in the
completed form 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 proper 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 timeously.
The scheme consideration will not be sent to certificated scheme
participants unless and until all documents of title in respect of their
Batepro shares have been surrendered to the transfer secretaries as set out
above.
A form of surrender was included in the circular posted to Batepro
shareholders on Friday, 14 December 2001 and a further form of surrender
will, together with this announcement, be posted to Batepro shareholders on
Monday, 28 January 2002.
3.3 Receipt of scheme consideration for dematerialised scheme participants
Scheme participants who hold dematerialised shares in Batepro
("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, 4 February 2002, in terms
of the custody agreements entered into between the dematerialised scheme
participants and their CSDPs or brokers.
Johannesburg
22 January 2002
Merchant bank to the scheme and Charton
Investec Corporate Finance
Investec Bank Limited
(Registration number 1969/004763/06)
Attorneys to Batepro
Werksmans Incorporated
(Registration number 1990/007215/21)
Sponsor to Batepro
Investec Securities Limited
Member of the JSE
Registration No. 1972/008905/06
Attorneys to Charton
Jowell, Glyn & Marais Inc
(Registration number 1990/000849/21)
Independent adviser to scheme participants
KPMG
Reporting accountants and auditors to Batepro
KPMG
