| Wed 8 May 2002, 0:00 | | Autoquip - Proposed Scheme Of Arrangement |
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Autoquip - Proposed scheme of arrangement
AUTOQUIP GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/002838/06)
JSE share code: ATQ ISIN: ZAE000000634
("Autoquip" or "the company")
Proposed scheme of arrangement in terms of Section 311 of the Companies Act
No. 61 of 1973 (as amended) ("the Act"), proposed by
Sabvest Investments (Proprietary) Limited,
Bridgestone Firestone SA Holdings (Proprietary) Limited,
Bruce d`Arcy Coquelle (including his associates as defined in the scheme)
and Carl Rogers ("the Consortium")
between Autoquip and its members other than the Consortium ("the scheme")
SALIENT DATES
1. INTRODUCTION
Further to the detailed announcement published on SENS on 12 April 2002
and in the press on 15 April 2002, Sasfin Bank Limited is authorised to
announce that on Tuesday, 14 May 2002, the High Court of South Africa
(Witwatersrand Local Division) granted leave to convene a scheme meeting
of members of the company, other than the Consortium,
to consider the scheme.
The scheme meeting will be held on Friday, 14 June 2002 at 10:15 am
(or so soon thereafter as the general meeting convened to be held at
10:00 am on the same day at the same venue shall have been concluded)
at 61 Trump Street, Selby, Johannesburg, 2001.
2. SALIENT DATES AND TIMES OF THE SCHEME
2002
Last day to lodge forms of proxy for the general meeting
by 10:00 am on Wednesday, 12 June
Last day to lodge forms of proxy for the scheme meeting
by 10:15 am (see note 1) on Thursday, 13 June
General meeting to be held at 10:00 am on Friday, 14 June
Scheme meeting to be held at 10:15 am
(or so soon thereafter as the general meeting
shall have been concluded) on Friday, 14 June
Announcement on the results of the general meeting and
the scheme meeting to be made on SENS on Tuesday, 18 June
Court hearing to sanction the scheme on Tuesday, 25 June
Expected date of finalisation announcement confirming, or
extending, the undermentioned dates,
to be made on SENS on Wednesday, 26 June
Expected final date on which the scheme will
become unconditional on Wednesday, 26 June
Expected last day to trade on the JSE
Securities Exchange South Africa ("JSE") on Friday, 28 June
Expected date of suspension of trading on the JSE at the
commencement of trade on Monday, 1 July
Expected record date to determine participation in the
scheme at the close of business on Friday, 5 July
Expected operative date on Monday, 8 July
Expected date from which the scheme consideration will
be made available or posted (if the scheme becomes
operative) (being 120 cents per ordinary share
(see notes 3 to 5) on Monday, 8 July
Expected date of termination of the listing of Autoquip
shares on the JSE at the commencement of business on Tuesday, 9 July
Notes:
1. If a form of proxy for the scheme meeting is not received by the time
and date shown above, it may be handed to the chairman of the
scheme meeting by not later than 10 minutes before the commencement of
the scheme meeting.
2. Beneficial owners of dematerialised shares, who wish to attend the
general meeting and/or the scheme meeting or be represented thereat,
must contact their CSDP or broker, who will provide them with the
necessary authority to attend the meeting or be represented thereat by a
proxy. This must be done in terms of the custody agreement between the
beneficial owner and his CSDP or broker.
3. Only those certificated scheme participants who surrender their documents
of title on or before the record date will have their scheme
consideration posted to them by the expected operative date or, if they
have so arranged, have the scheme consideration electronically
transferred to their bank account. If the documents of title are
surrendered after the record date, the scheme consideration will be
posted within five business days of receipt of the documents of title by
the transfer secretaries.
4. Dematerialised scheme participants do not have to take any action in
respect of the surrender of documents of title as required by
certificated scheme participants and will have their scheme consideration
paid to their CSDP or broker on the operative date.
5. Beneficial owners of dematerialised shares will receive from their CSDP
or broker, in accordance with the provisions of the custody agreement
between each such beneficial owner and his CSDP or broker, that portion
of the scheme consideration received by the CSDP as is attributable to
the dematerialised shares held by the CSDP or broker on behalf of
that beneficial owner.
6. Shareholders are advised that no dematerialisation or rematerialisation
orders will be processed after Friday, 21 June 2002.
7. These dates and times may be changed by agreement between the
Consortium and Autoquip and, if necessary, approved by the regulatory
authorities. Any such change will be published on SENS and in the
Business Day and Rapport.
8. All times given in this document are local times in South Africa.
3. DOCUMENTATION
A circular containing full details of the scheme will be
posted to members on 21 May 2002.
Johannesburg
21 May 2002
Corporate advisor and sponsor
Sasfin Bank Limited
(Registration number 1951/002280/06)
Legal advisors
WWB
Webber Wentzel Bowens
Independent advisor to the minority shareholders of Autoquip
Deloitte & Touche
