| Fri 15 Feb 2002, 0:00 | | Paragon Business Communications: Salient Dates Ann |
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Paragon Business Communications Limited
(Incorporated in the Republic of South Africa)
(Registration number 1995/007711/06)
Share code PAG ISIN ZAE000022422
("Paragon" 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")
SALIENT DATES ANNOUNCEMENT REGARDING PROPOSED SCHEME OF ARRANGEMENT AND
DELISTING OF PARAGON SHARES FROM THE JSE SECURITIES EXCHANGE SOUTH AFRICA
("JSE")
1. INTRODUCTION
It was announced in the press on Monday, July 16 2001 that agreement had
been reached between Bidvest and certain shareholders of Paragon in terms of
which Bidvest undertook, subject to the fulfilment of certain conditions,
that Bidvest or a subsidiary of it would extend an offer to the shareholders
of Paragon in terms of section 440 of the Companies Act, 1973 (Act 61 of
1973), as amended, ("Companies Act") to purchase all their Paragon shares,
or propose a scheme of arrangement ("the scheme") in terms of section 311 of
the Companies Act between Paragon and its shareholders pursuant to which
Paragon will become a wholly-owned subsidiary of Bidvest.
The purchase consideration payable in terms of this announcement was to be
76 cents per Paragon share or an amount per Paragon share based on the
tangible net asset value per Paragon share at June 30 2001, less 1,4 cents,
whichever was the lower amount, with a minimum amount of 70 cents per
Paragon share.
Due to the delay in receiving approval for the transaction from the
Competition Authorities, Paragon declared a dividend of 4,4 cents per
Paragon share and it was agreed that the purchase consideration per Paragon
share be increased from 76 cents to 78,352 cents, as announced in the press
on Wednesday, December 19 2001.
On Wednesday, January 16 2002 it was announced that the Competition
Tribunal had approved, without conditions, the proposed acquisition by
Bidvest of the entire issued share capital of Paragon.
Bidvest has subsequently agreed to propose the scheme, subject to the
conditions precedent referred to in paragraph 6 below.
2. DETAILS OF THE SCHEME
In terms of the scheme, Paragon shareholders will receive a cash payment
("the scheme consideration") of 78,352 (seventy eight comma three five two)
cents for each Paragon share held, with the result that Paragon will become
a wholly-owned subsidiary of Bidvest or its nominee.
If any Paragon shareholder becomes entitled to receive a fraction of a
cent as part of the total consideration for the disposal of his shares then
such fraction shall be:
rounded up to the nearest cent, if the fraction is equal to or greater
than half a cent;
rounded down, if the fraction is less than half a cent.
If any of the conditions precedent to the scheme are not fulfilled, Paragon
shareholders will be entitled to accept a conditional substitute offer ("the
substitute offer") by Bidvest in respect of their Paragon shares, for the
same consideration as the scheme consideration. Full details of the
acceptance and surrender procedures for Paragon shares are contained in the
documentation relating to the scheme which will be posted to Paragon
shareholders.
3. IRREVOCABLE UNDERTAKINGS
Paragon shareholders holding 37 154 900 Paragon shares have irrevocably
undertaken to vote in favour of the scheme at the scheme meeting. These
undertakings represent approximately 50,21% of the total votes exercisable
by Paragon shareholders at the scheme meeting.
4. OPINIONS, RECOMMENDATIONS AND UNDERTAKINGS
The directors of Paragon have considered the terms and conditions of the
scheme and, inter alia, the recommendation of PSG Investment Bank Limited
("PSG"), and are of the unanimous opinion that those terms and conditions
are fair and reasonable to Paragon shareholders. Accordingly, the board of
directors of Paragon supports the scheme and recommends that Paragon
shareholders vote in favour of the scheme. The directors of Paragon who hold
Paragon shares intend to vote in favour of the scheme at the scheme meeting
in respect of their own holdings of Paragon shares.
PSG, acting as independent adviser to the Paragon shareholders, has
considered the terms and conditions of the scheme and is of the opinion that
they are fair and reasonable to the Paragon shareholders. PSG has advised
the board of directors of Paragon accordingly. A copy of PSG's opinion in
this regard has been included in the documentation relating to the scheme.
5. TERMINATION OF PARAGON LISTING ON THE JSE
Subject to the fulfilment of the conditions precedent to the scheme, the
JSE has granted approval for:
the suspension of the listing of Paragon shares with effect from the
commencement of business on the fourth trading day preceeding the record
date of the scheme; and
the termination of the listing of Paragon shares with effect from the
commencement of business on the first trading day following the operative
date of the scheme.
6. CONDITIONS PRECEDENT
The implementation of the scheme is conditional upon the fulfilment of the
following conditions precedent:
that the scheme is approved by a majority representing at least three-
fourths of the votes exercisable by Paragon shareholders present and voting
either in person or by proxy at the scheme meeting;
that the High Court of South Africa (Cape of Good Hope Provincial
Division) ("Court") sanctions the scheme; and
that a certified copy of the Order of Court sanctioning the scheme is
registered by the Registrar of Companies.
The aforementioned conditions precedent to the scheme are to be fulfilled
by no later than March 15 2002. If the conditions precedent are not
fulfilled by March 15 2002 the scheme will not take effect and will not
become operative.
7. SALIENT DATES AND TIMES PERTAINING TO THE SCHEME
2002
Last day to trade Paragon shares on the JSE
in order to be registered on the record date
of the scheme meeting (see note 1 below) Thursday,
February 21
Record date of the scheme meeting in order
to be able to vote thereat Thursday,
February 28
Last day to lodge forms of proxy for the scheme meeting
(by 9:00) (see note 2 below) Friday,
March 1
Scheme meeting held (at 9:00) Monday,
March 4
Publish results of scheme meeting Tuesday,
March 5
Court hearing to sanction the scheme (at 10:00 or as soon
thereafter as Counsel may be heard in the Court) Wednesday,
March 13
Press announcement on the Stock Exchange News Service
("SENS"), before the close of business,
if the substitute offer becomes effective due to the
Court not sanctioning the scheme Wednesday,
March 13
Publish results of Court hearing Thursday,
March 14
Expected last day to trade Paragon shares on the JSE
in order to be registered on
the record date of the scheme Thursday,
March 14
Expected date of suspension of Paragon's listing on the
JSE from the commencement of business Friday,
March 15
Expected record date of the scheme to determine participation
in the scheme by 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 certificated Paragon
shareholders (if documents of title are received on or prior
to the record date of the scheme)
or, failing that, within five business days of receipt of
the relevant documents of title by the transfer secretaries
Dematerialised Paragon shareholders will have the scheme
consideration credited to them in terms
of the settlement procedures of STRATE Monday,
March 25
Expected date of termination of Paragon's listing on the JSE
from the commencement of business Tuesday,
March 26
Notes:
1. Paragon shareholders should note that, as Paragon is now trading in the
STRATE environment, settlement for trade takes place five business days
after trade. Therefore, Paragon shareholders who acquire Paragon shares
after the last day to trade Paragon shares on the JSE, being Thursday,
February 21 2002, in order to be recorded in the register of Paragon
shareholders by the record date of the scheme meeting, being Thursday,
February 28 2002, will not be eligible to vote at the scheme meeting.
2. 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.
3. A beneficial owner of Paragon shares should timeously inform his nominee
or, if applicable, his Central Securities Depository Participant ("CSDP") or
broker of his intention to attend and vote at the scheme meeting or to be
represented by proxy thereat in order for his nominee or, if applicable, his
CSDP or broker to issue him with the necessary authorisation to do so or
should provide his nominee or, if applicable, his CSDP or broker timeously
with his voting instruction should he not wish to attend the scheme meeting
in person in order for his nominee to vote in accordance with his
instruction at the scheme meeting.
4. No dematerialisation or rematerialisation of Paragon shares will take
place after Thursday, March 7 2002 and not Friday, March 8 2002 as
disclosed in the scheme documentation posted to shareholders.
5. Any change to the above dates and times will be agreed upon by Bidvest
and Paragon and advised to Paragon shareholders by notification on SENS and
in the press.
6. If the substitute offer becomes effective Paragon shareholders will be
advised of the salient dates by notification on SENS and in the press.
7. All times indicated above are South African times.
8. SCHEME DOCUMENTATION
The documentation relating to the scheme will be posted to Paragon
shareholders registered at the close of business on Friday, February 8
2002. Paragon shareholders are also referred to the notice of scheme meeting
and Order of Court published simultaneously with this announcement.
Cape Town
Friday, February 15 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
Co-sponsor to Bidvest
Deutsche Securities
Member of the Deutsche Bank Group
Deutsche Securities (SA) (Proprietary) Limited
(Registration number 1995/011798/07)
Sponsor to Paragon and independent adviser to Paragon shareholders
PSG Investment Bank
Attorneys to the transaction
Bowman Gilfillan Inc.
Registration number 1998/021409/21
Findlay & Tait
the Cape Town office of Bowman Gilfillan Inc.
Reporting accountants and auditors to Paragon
Deloitte & Touche
Chartered Accountants (SA)
Registered Accountants and Auditors
