| Fri 25 Jan 2002, 0:00 | | Voltex / Bidvest: Proposed Scheme Of Arrangement A |
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Voltex Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1981/006220/06)
Share code VLX ISIN ZAE000015616
("Voltex" or "the company")
The Bidvest Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1946/021180/06)
Share code BVT ISIN ZAE000008132
("Bidvest")
PROPOSED SCHEME OF ARRANGEMENT AND SALIENT DATES ANNOUNCEMENT PURSUANT TO
WHICH VOLTEX WILL BE DELISTED FROM THE JSE SECURITIES EXCHANGE SOUTH AFRICA
("JSE")
1. INTRODUCTION
It was announced in the press on November 15 2001 and on sens on January 11
2002 that an agreement had been reached between Bidvest and Voltex in terms
of which Bidvest will, subject to the fulfilment of certain conditions
precedent referred to in paragraph 5 below, submit a proposal ("the
proposal") to the shareholders of Voltex, other than Bidvest ("minorities"),
to acquire all their Voltex shares, so that Voltex will become a wholly-
owned subsidiary of Bidvest.
Bidvest and Voltex have subsequently agreed that the proposal will take the
form of a scheme of arrangement in terms of section 311 of the Companies
Act, 1973 (Act 61 of 1973), as amended ("the scheme"). In terms of the
scheme, Voltex shareholders will receive a cash payment ("the scheme
consideration") of 340,5 cents (three hundred and forty comma five cents)
per Voltex share held less an amount of 100 cents (one hundred cents) per
Voltex share distributed in cash to the ordinary shareholders of Voltex,
registered as such on Friday, December 28 2001, by way of a reduction of
Voltex's share premium account, plus an amount per Voltex share calculated
in accordance with the following formula:
(0,7 x DR) x N/365 x 240,5 cents, where:
DR = the deposit rate (being the overnight call deposit rate as quoted from
time to time by the Standard Corporate and Merchant Bank division of The
Standard Bank of South Africa Limited, as certified by any manager or
director of such bank, whose appointment need not be proved and whose
certificate shall be final and binding) expressed as a nominal annual rate;
N = the number of days from February 1 2002 to one day prior to the date
that the scheme consideration is paid.
If any of the conditions precedent to the scheme are not fulfilled, other
than approval in terms of the Competition Act, 1998 (Act 89 of 1998) ("the
Competition Act"), minorities will be entitled to accept a conditional
substitute offer ("the substitute offer") by Bidvest in respect of their
Voltex shares, for the same consideration as the scheme consideration.
2. IRREVOCABLE UNDERTAKINGS
Minorities holding 69 826 240 Voltex shares, representing approximately
77,83% of minorities, have irrevocably undertaken to accept the proposal in
respect of their shares in Voltex.
3. OPINIONS, RECOMMENDATIONS AND UNDERTAKINGS
The directors of Voltex have considered the terms of the scheme and the
substitute offer and are of the unanimous opinion that they are fair and
reasonable to minorities. Accordingly, the board of directors of Voltex
supports the scheme and recommends that minorities vote in favour of the
scheme. The directors of Voltex intend to vote in favour of the scheme at
the scheme meeting in respect of their own holdings of Voltex shares.
Sasfin Bank Limited ("Sasfin"), acting as independent adviser to minorities,
has considered the terms and conditions of the scheme and the substitute
offer and is of the opinion that they are fair and reasonable to minorities.
A copy of Sasfin's opinion in this regard will be included in the
documentation to be issued in relation to the scheme ("scheme
documentation").
4. TERMINATION OF VOLTEX LISTING ON THE JSE
Application will be made for the termination of Voltex's listing on the JSE
with effect from the operative date of the scheme. Full details of the
acceptance and surrender procedure for Voltex share certificates and other
documents of title will be contained in the scheme documentation.
5. CONDITIONS PRECEDENT
The scheme is conditional, inter alia, upon the following:
- the approval of at least 75% of minorities present and voting, either in
person or by proxy, at the scheme meeting;
- approval in terms of the Competition Act;
- the sanction of the scheme by the High Court of South Africa (Transvaal
Provincial Division) ("the Court"); and
- the registration of the Order of Court by the Registrar of Companies.
The above conditions precedent to the scheme are to be fulfilled by not
later than May 31 2002. If the conditions precedent are not met by that
date, the scheme will not take effect and will not become operative.
6. SALIENT DATES AND TIMES PERTAINING TO THE SCHEME
2002
Last registration date in order to be able to vote at
the scheme meeting by the close of business Thursday, February
14
Last day to lodge forms of proxy for
the scheme meeting (by 9:00) Monday, February 18
Scheme meeting held (at 9:00) Tuesday, February 19
Publish results of scheme meeting Thursday, February
21
Court hearing to sanction the scheme, subject to
receiving approval in terms of the Competition
Act prior to this date Tuesday, March 19
Press announcement on SENS, before the close
of business, if the substitute offer becomes
effective due to the Court not sanctioning the scheme Wednesday, March 20
Publish results of Court hearing Friday, March 22
Immediate settlement period for all transactions March 18 and 19
Expected date of suspension of Voltex's listing on
the JSE from the commencement of business Wednesday, March 20
Expected record date to determine participation in
the scheme by the close of business Friday, March 22
Expected date of termination of Voltex's listing on
the JSE from the close of business Friday, March 22
Expected operative date of the scheme at
the commencement of business Monday, March 25
Expected date from which the scheme consideration
will be made available or posted to minorities
(if documents of title are received on or prior to
the record date for the scheme) or, failing that,
within five business days of receipt thereof by
the transfer secretaries Tuesday, March 26
Notes:
1. If a form of proxy is not received by the time and date shown above, it
may be handed to the chairman of the scheme meeting by no later than 30
minutes before the scheme meeting is due to commence.
2. Any change to the above dates and times will be agreed upon by Bidvest
and Voltex and advised to Voltex shareholders by notification on SENS and in
the press.
3. If the substitute offer becomes effective Voltex shareholders will be
advised of the salient dates by notification on SENS and in the press.
4. All times indicated above are South African times.
7. SCHEME DOCUMENTATION
The documentation relating to the scheme will be posted on Friday, January
25 2002, to Voltex shareholders registered as such at the close of business
on Tuesday, January 22 2002. Voltex shareholders are also referred to the
notice of scheme meeting published simultaneously with this announcement.
Johannesburg
January 25 2002
Merchant bank
Investec Corporate Finance
Investec Bank Limited
(Registration number 1969/004763/06)
Lead sponsor to Bidvest
Investec Securities Limited
Member of the JSE
Registration No. 1972/008905/06
Attorneys to the scheme
Werksmans Incorporated
(Registration number 1990/007215/21)
Co-sponsor to Bidvest
Deutsche Securities
Member of the Deutsche Bank Group
Deutsche Securities (SA) (Proprietary) Limited
(Registration number 1995/011798/07)
Sponsor to Voltex and independent adviser to minorities
Sasfin Bank Limited
(Registration number 1951/002280/06)
Reporting accountants and auditors to Voltex
KPMG
