| Mon 4 Feb 2002, 0:00 | | Reconvening Of The General Meeting Of Arcay Debent |
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ARCAY GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1991/003944/06)
Share code ARC ISIN ZAE000022406
Debenture code ARCD ISIN ZAE000022398
("Arcay", or "Arcay Group" or "the Company")
RECONVENING OF THE GENERAL MEETING OF ARCAY DEBENTUREHOLDERS
Further to the announcement dated 26 November 2001, Arcay debentureholders
are advised that the general meeting of debentureholders held on 26 November
2001 ("the adjourned meeting") was adjourned to enable the trustee,
representing the debentureholders, and the Company, to enter into
negotiations with a view to examine other possible alternative offers to the
early redemption offer, which was contained in the circular to
debentureholders, dated 02 November 2001 ("the circular").
The Arcay debentureholders are advised that the adjourned meeting will be
reconvened at 10:00 on Wednesday, 20 February 2002 ("the reconvened
meeting") at Arcay House II, Number 3 Anerley Road, 2193, Parktown.
Forms of proxy
Arcay debentureholders who submitted proxies for the adjourned meeting may
withdraw these and submit new proxies for the reconvened meeting. Proxies
submitted for the adjourned meeting, not withdrawn, will continue to be
valid for use at the reconvened meeting. Debentureholders who failed to
submit proxies for the first meeting may submit proxies. New proxy forms
will be attached to the notice to be dispatched to Arcay debentureholders
reconvening the adjourned meeting.
Early redemption offer and scrip offer
The negotiations between the trustee and the Company were unsuccessful and,
accordingly, the early redemption offer, as contained in the circular, is to
remain at 165 cents per debenture.
Debentureholders are, however, advised, that the early redemption offer and
the scrip offer ("the offers") as defined in the circular will no longer be
subject to the approval of the special resolutions, detailed in the
circular.
Special resolutions
Although the offers will no longer be subject to the suspensive condition
that the special resolutions as they are contained in the circular are
approved, the Arcay debentureholders will still be requested to approve such
special resolutions at the reconvened meeting.
Salient dates of the offers
The dates applicable to the offers are set out below:
Last date to lodge forms of proxy for the reconvened meeting
by 10:00 Monday, 18 February 2002
Reconvened general meeting of debentureholders
to be held at 10:00 Wednesday, 20 February
2002
First day to lodge offer acceptance forms Thursday, 21 February 2002
Last day to trade cum the offers and interest
payment Thursday, 14 March 2002
First day ex the offers and interest payment Friday, 15 March 2002
Last day to lodge offer acceptance forms, by
close of business Wednesday, 20 March 2002
Final acceptance date for the offers Wednesday, 20 March 2002
Record date Friday, 22 March 2002
Settlement of offer considerations and accrued
debenture interest, as well as the issue of new
debenture and/or share certificates arising, in
respect of partial or full final acceptance of the
offers credited to/updated with the safe custody
account of the debentureholders with their CSDP
or broker Monday, 25 March 2002
De-listing and cancellation of debentures on the
JSE from commencement of business, in respect
of those debentures for which acceptances of
the offer have been received Monday, 25 March 2002
The dates and times provided in this announcement are subject to amendment.
Any such amendment will be published in the press.
Debenture certificates may not be dematerialised/rematerialised between
Friday, 08 March 2002 and Friday, 22 March 2002, both dates inclusive.
Circular and forms
All provisions, terms and conditions as contained in the circular, except if
they have specifically been amended or varied in this announcement or in the
notice, will apply to, and be dealt with, at the reconvened meeting.
Debentureholders who require copies of the circular, forms of acceptance and
surrender, retrospective conversion forms for debentureholders and/or
conversion forms for debentureholders, can obtain copies from Computershare
Services Ltd contact Sarie Oosthuizen on (011) 370-7700.
Final information
An announcement setting out the results of the reconvened general meeting of
debentureholders and the final dates of the offers will be published on or
about 21 February 2002.
By order of the Board
Arcay Client Support (Pty) Ltd
(Reg No 1998/025284/07)
Company Secretary
Parktown
05 February 2002
Sponsor
KPMG
Trustee for debentureholders
Edward Nathan & Friedland (Pty) Ltd
(Registration number 1999/026464/07)
Corporate Advisor
Whistler Lambda Corporate Finance (Pty) Ltd.
Registration number 2000/025913/07
Attorneys
Cliffe Dekker
