| Thu 30 May 2002, 0:00 | | Unifer - Sanction Of The Scheme Of Arrangement |
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Unifer - Sanction Of The Scheme Of Arrangement By The High Court
Unifer Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1997/010061/06)
(JSE Share code: UNF ISIN: ZAE000027504)
("UniFer")
SANCTION OF THE SCHEME OF ARRANGEMENT BY THE HIGH COURT
1. SANCTIONING OF THE SCHEME
Further to the announcement dated 22 May 2002, UniFer shareholders are
advised that the scheme of arrangement ("the scheme") proposed by Absa Group
Limited ("Absa") between UniFer and its shareholders, other than Absa and
Wilsun Investments (Proprietary) Limited ("Wilsun"), was sanctioned by the
High Court of South Africa (Witwatersrand Local Division) ("the Court") on
Wednesday, 29 May 2002. On Thursday, 30 May 2002, the Order of Court
sanctioning the scheme was lodged with the Registrar of Companies ("the
Registrar") for registration. Apart from the Registrar`s registration of the
Order of Court, all other outstanding conditions precedent relating to the
scheme have been fulfilled.
2. SUSPENSION AND TERMINATION OF STOCK EXCHANGE LISTING
The listing of UniFer`s ordinary shares on the JSE Securities Exchange
South Africa will be:
- suspended with effect from the commencement of business on Monday, 10
June 2002; and
- terminated with effect from the commencement of business on Wednesday,
19 June 2002.
3. SCHEME CONSIDERATION AND SURRENDER OF UNIFER DOCUMENTS OF TITLE
3.1 Scheme consideration
In terms of the scheme, holders of UniFer shares, other than Absa and
Wilsun, registered as such at 16:00 on Friday, 14 June 2002 ("record date")
("scheme participants"), are entitled to receive 6,25 cents per UniFer
ordinary share ("the scheme consideration").
3.2 Payment of scheme consideration and surrender of UniFer documents of
title for certificated scheme participants
The scheme consideration will be posted, or depending on their election,
be electronically transferred on Tuesday, 18 June 2002 to those scheme
participants holding certificated shares in UniFer ("certificated scheme
participants") who have surrendered their documents of title by 16:00 on the
record date, subject to the instructions and terms contained in the
completed form of surrender. In respect of those certificated scheme
participants who surrender their documents of title after 16:00 on the
record date, the scheme consideration will be posted within five business
days of the proper 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, Computershare Investor Services Limited, 10th
Floor, 11 Diagonal Street, Johannesburg, 2001 (PO Box 7184, Johannesburg,
2000) in order to be paid the scheme consideration timeously.
The scheme consideration will not be sent to certificated scheme
participants unless and until all documents of title in respect of their
UniFer shares have been surrendered to the transfer secretaries as set out
above.
A form of surrender for documents of title was included in the documents
posted to UniFer shareholders on Thursday, 25 April 2002. A further form of
surrender will, together with this announcement, be posted on or about
Tuesday, 18 June 2002 to scheme participants who have not surrendered their
documents of title.
3.3 Payment of scheme consideration in respect of dematerialised scheme
shares
Persons who hold beneficial interests in dematerialised shares in UniFer
will have their holdings withdrawn and the scheme consideration credited to
the accounts of their Central Securities Depository Participants ("CSDP") or
brokers on Tuesday, 18 June 2002, and such CSDP or broker will account to
the relevant beneficial holder in terms of the custody agreements entered
into between them.
Sandton
30 May 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
WWB
Webber Wentzel Bowens
Reporting accountants and auditors to UniFer
Ernst & Young
Chartered Accountants (SA)
(Registered Accountants and Auditors)
