| Thu 14 Mar 2002, 0:00 | | Paragon / Bidvest - Sanction Of The Scheme Of Arra |
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Paragon Business Communications Limited
(Incorporated in the Republic of South Africa)
(Registration number 1995/007711/06)
JSE 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)
JSE Share code: BVT ISIN: ZAE000008132
("Bidvest")
SANCTION OF THE SCHEME OF ARRANGEMENT BY THE HIGH COURT
Further to the announcement dated March 5 2002, Investec Bank Limited is
authorised to announce that the scheme of arrangement ("the scheme")
proposed by Bidvest between Paragon and its shareholders was sanctioned by
the High Court of South Africa (Cape of Good Hope Provincial Division) ("the
Court") on Wednesday, March 13 2002.The Order of Court sanctioning the
scheme will be lodged with the Registrar of Companies ("the Registrar") and
is expected to be registered on Thursday, March 14 2002.Apart from the
registration of the Order of Court, all other outstanding conditions
precedent relating to the scheme have been fulfilled.
TERMINATION OF STOCK EXCHANGE LISTING
The listing of Paragon shares on the JSE Securities Exchange South Africa
will be suspended from the commencement of business on Friday, March 15
2002, and will be terminated with effect from the commencement of business
on Tuesday, March 26 2002.
The record date to determine the participants in the scheme will be the
close of business on Friday, March 22 2002 ("the record date").
The operative date of the scheme will be the commencement of business on
Monday, March 25 2002 ("the operative date").
SCHEME CONSIDERATION AND SURRENDER OF PARAGON DOCUMENTS OF TITLE
In terms of the scheme, holders of Paragon shares, registered as such on the
record date ("scheme participants"), are entitled to receive
78,352 (seventy eight comma three five two) cents for every Paragon share
held on the record date ("the scheme consideration").
The scheme consideration will be posted on or about Monday, March 25 2002 to
those scheme participants holding certificated Paragon shares ("certificated
scheme participants") who will have surrendered their documents of title by
before the close of business on the record date. In respect of those
certificated scheme participants who surrender their documents of title
after the record date, the scheme consideration will be posted within five
business days of the 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, Ultra Registrars (Proprietary) Limited, 11
Diagonal Street, Johannesburg, 2001 (PO Box 4844, Johannesburg, 2000) in
order to be paid the scheme consideration.
The scheme consideration will not be sent to certificated scheme
participants unless and until all their documents of title in respect of the
relevant Paragon shares have been surrendered to the transfer secretaries as
set out above.
A form of surrender was included in the circular posted to Paragon
shareholders on Friday, February 15 2002 and a further form of surrender
will be posted to Paragon shareholders when the scheme becomes operative.
On the operative date scheme participants who hold dematerialised shares
("dematerialised scheme participants") will be credited with
the scheme consideration in terms of the settlement procedures of Share
Transactions Totally Electronic Limited ("STRATE").
Cape Town
March 14 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 number. 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
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
Date: 14/03/2002 07:51:44 AM Produced by the JSE SENS Department
