| Wed 24 Apr 2002, 0:00 | | Unifer / Absa: Salient Dates Relating To The Propo |
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UNIFER HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/010061/06)
(Share code: UNF ISIN: ZAE000027504)
("UniFer")
ABSA GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1986/003934/06)
(Share code: ASA ISIN: ZAE000013389)
("Absa")
Salient dates relating to the proposed scheme of arrangement ("the scheme")
1. INTRODUCTION
Further to the announcement dated Wednesday, 6 March 2002, Absa Corporate
and Merchant Bank is authorised to announce that the High Court of South
Africa (Witwatersrand Local Division) ("Court") has granted leave to convene
the meeting to consider the undermentioned scheme ("the scheme meeting").
The scheme has been proposed by Absa between UniFer and its shareholders,
other than Absa and Wilsun Investments (Proprietary) Limited, registered as
such on the record date for the scheme ("the scheme participants"), in terms
of section 311 of the Companies Act, 1973 (Act 61 of 1973), as amended. In
terms of the scheme, scheme participants will be offered the opportunity to
dispose of their UniFer ordinary shares for a cash consideration of 6,25
cents per UniFer ordinary share ("the scheme consideration").
2. SALIENT DATES AND TIMES RELATING TO THE SCHEME
2002
Last day to trade UniFer shares on the
JSE Securities Exchange South Africa ("the JSE") in order
to be able to vote at the scheme meeting (see note 1 below) Friday, 10 May
Record date in order to be entitled to vote
at the scheme meeting Friday, 17 May
Last day to lodge forms of proxy for the scheme meeting
(by 11:00) (see note 3 below) Friday, 17 May
Scheme meeting held (at 11:00) Monday, 20 May
Publish results of scheme meeting Wednesday, 22 May
Court hearing to sanction the scheme Tuesday, 28 May
Publish results of Court hearing Thursday, 30 May
Expected last day to trade UniFer shares on the JSE
in order to be recorded in the register of UniFer
shareholders on the record date Friday, 7 June
Expected date of suspension of UniFer's listing on the JSE
at the commencement of business Monday, 10 June
Expected record date to determine participation
in the scheme at the close of business Friday, 14 June
Expected operative date of the scheme at
the commencement of business Tuesday, 18 June
Expected date from which the scheme consideration
will be posted or electronically transferred to
certificated scheme participants,
depending on their election, (if documents of title
are received on or prior to the record date) or,
failing that, within five business days of receipt
thereof by the transfer secretaries Tuesday, 18 June
Dematerialised scheme participants will have the scheme
consideration credited to them in terms of the custody
agreements entered into between the dematerialised
scheme participants and their Central Securities
Depository Participants or brokers Tuesday, 18 June
Expected date of termination of UniFer's listing on the
JSE at the commencement of business Wednesday, 19 June
Notes:
1. UniFer shareholders should note that as UniFer is now trading in the
STRATE environment, settlement for trade takes place five business days
after the date of trade. Therefore UniFer shareholders who acquire UniFer
shares after the last day to trade in UniFer shares (in order to be recorded
in the register of UniFer shareholders by Friday, 17 May 2002) will not be
eligible to vote at the scheme meeting.
2. No dematerialisation or rematerialisation of UniFer shares will take
place after the date of publication of the sanction of the scheme by the
Court, which is expected on Friday, 31 May 2002.
3. 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 10
minutes before the scheme meeting is due to commence.
4. The above dates and times are subject to change by agreement between Absa
and UniFer. Any such amendment will be announced on the Stock Exchange News
Service of the JSE and in the press.
3. SCHEME DOCUMENTATION
The documentation relating to the scheme will be posted today to those
UniFer shareholders recorded in the register of UniFer shareholders at the
close of business on Monday, 22 April 2002. UniFer shareholders are also
referred to the notice of scheme Meeting published simultaneously with this
announcement.
Sandton
25 April 2002
Merchant bank to the scheme and Absa
ABSA CORPORATE AND MERCHANT BANK
Corporate Finance
(Registration number 1986/004794/06)
Attorneys to UniFer
Werksmans Incorporated
(Registration number 1990/007215/21)
Sponsor and corporate adviser to UniFer
Barnard Jacobs Mellet
Corporate Finance
Attorneys to the scheme
Webber Wentzel Bowens
Reporting accountants and auditors to UniFer
Ernst & Young
Chartered Accountants (SA)
(Registered Accountants and Auditors)
