| Wed 20 Mar 2002, 0:00 | | Voltex/bidvest - Announcement |
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Voltex Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1981/006220/06)
JSE 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)
JSE Share code BVT ISIN ZAE000008132
("Bidvest")
Further to the announcement dated February 21 2002, Investec Bank Limited
is authorised to announce that the Competition Tribunal has approved,
without conditions, the acquisition by Bidvest of the entire issued share
capital of Voltex and that the scheme of arrangement ("the scheme") proposed
by Bidvest between Voltex and its shareholders, other than Bidvest, was
sanctioned by the High Court of South Africa (Transvaal Provincial Division)
("the Court") on Tuesday, March 19 2002. The Order of Court sanctioning the
scheme was lodged with the Registrar of Companies for registration on
Wednesday, March 20 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 Voltex shares on the JSE Securities Exchange South Africa
has been suspended with effect from the commencement of business on
Wednesday, March 20 2002, and will be terminated with effect from the close
of business on Friday, March 22 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.
SCHEME CONSIDERATION AND SURRENDER OF VOLTEX DOCUMENTS OF TITLE
In terms of the scheme, holders of Voltex shares, other than Bidvest,
registered as such on the record date ("scheme participants"), are entitled
to receive 240,5 (two hundred and forty comma five) cents, plus an amount
calculated in accordance with the following formula:
(0,7 x DR) x N/365 x 240,5 cents, where
DR = the deposit rate expressed as a nominal annual rate;
N = the number of days from February 1 2002 to one day prior to
the cash payment being paid,
for every Voltex share held ("the scheme consideration"), which in total
amounts to 242,737 (two hundred and forty two comma seven three seven) cents
per Voltex share.
The scheme consideration will be posted on Tuesday, March 26 2002 to those
scheme participants holding Voltex shares who have surrendered their
documents of title before the close of business on the record date, subject
to the instructions contained in the completed forms of surrender. In
respect of those scheme participants who surrender their documents of title
after the close of business on the record date, the scheme consideration
will be posted within five days of the surrender of their documents of title
in terms of the scheme.
Accordingly, if they have not already done so, 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.
The scheme consideration will not be sent to scheme participants unless and
until all of their documents of title in respect of the relevant Voltex
shares have been surrendered to the transfer secretaries as set out above.
A form of surrender was included in the circular posted to Voltex
shareholders on Friday, January 25 2002 and a further form of surrender
will be posted to Voltex shareholders on Friday, March 22 2002.
Johannesburg
20 March 2001
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)
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
