| Thu 30 May 2002, 0:00 | | Unihold Limited - Implementation Of The Scheme |
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Unihold Limited - Implementation of the Scheme
UNIHOLD LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1968/000216/06)
JSE Share code: UHS ISIN: ZAE000007589
("Unihold")
IMPLEMENTATION OF THE SCHEME
1. FULFILMENT OF THE REMAINING CONDITIONS PRECEDENT TO THE SCHEME
Further to the announcement dated 22 May 2002, Unihold shareholders are
advised that:
- the scheme of arrangement ("the scheme") proposed by Clidet No. 390
(Proprietary) Limited ("Clidet") between Unihold and its shareholders, other
than a consortium of shareholders (comprising directors and senior
management) ("Management Consortium"), was sanctioned by the High Court of
South Africa (Witwatersrand Local Division) ("Court") on Tuesday, 28 May
2002;
- the Competition Tribunal approved, without conditions, the scheme in
terms of the Competition Act, 1998 (Act 89 of 1998), on Wednesday, 29 May
2002; and
- the Order of Court sanctioning the scheme was lodged and registered
with the Registrar of Companies on Thursday, 30 May 2002.
Accordingly, all the conditions precedent to the scheme have been
fulfilled and the scheme will become operative on Tuesday, 18 June 2002, on
which date Clidet and the Management Consortium will become the sole
shareholders of Unihold.
2. SUSPENSION AND TERMINATION OF STOCK EXCHANGE LISTING
The listing of Unihold`s ordinary shares on the JSE Securities Exchange
South Africa ("JSE") 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.
Unihold shareholders should note that as Unihold is now trading in the
Share Transactions Totally Electronic ("STRATE") environment, settlement for
trades takes place five business days after the last day to trade.
Accordingly, the last day to trade Unihold shares on the JSE in order to be
recorded in the register of Unihold shareholders on the record date for the
purposes of participating in the scheme consideration is Friday, 7 June
2002.
3. SCHEME CONSIDERATION AND SURRENDER OF UNIHOLD DOCUMENTS OF TITLE
3.1 Scheme consideration
In terms of the scheme, Unihold shareholders, other than the Management
Consortium, registered as such at 16:00 on Friday, 14 June 2002 ("record
date") ("scheme participants"), are entitled to receive the scheme
consideration, being:
- 280 cents per Unihold ordinary share; plus
- interest calculated at the rate applicable to the R150 bond rate should
payment not be made by 31 May 2002. Interest shall accrue from 1 June 2002
up until 17 June 2002 (being the day prior to the date on which payment will
be made available by Unihold to scheme participants) at the R150 bond rate
applicable at the close of business on 31 May 2002.
3.2 Payment of scheme consideration and surrender of Unihold documents of
title for certificated scheme participants
The scheme consideration will be posted or electronically transferred,
depending on their election, on Tuesday, 18 June 2002 to those scheme
participants holding certificated shares in Unihold ("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
Unihold shares have been surrendered to the transfer secretaries as set out
above.
A form of surrender for documents of title was included in the circular
posted to Unihold shareholders on Thursday, 25 April 2002. A further form of
surrender will, together with this announcement, be posted to scheme
participants on or about Wednesday, 19 June 2002.
3.3 Payment of scheme consideration for dematerialised scheme participants
Scheme participants who hold dematerialised shares in Unihold
("dematerialised scheme participants") will have their holdings withdrawn
and the scheme consideration credited to the accounts of their Central
Securities Depository Participant ("CSDP") or broker on Tuesday, 18 June
2002, and such CSDP or broker will account to the relevant dematerialised
scheme participant in terms of the custody agreements entered into between
them.
Johannesburg
31 May 2002
Sponsor to Unihold
Bridge Capital Services (Pty) Limited
(Registration number 1998/016301/07)
(A sponsor registered with
the JSE Securities Exchange South Africa)
Merchant bank to Clidet
ABSA CORPORATE AND MERCHANT BANK
Corporate Finance
(Registration number 1986/004794/06)
Attorneys to Unihold
Werksmans Incorporated
(Registration number 1990/007215/21)
Attorneys to the scheme
Cliffe Dekker
Date: 30/05/2002 04:26:00 PM Produced by the SENS Department
