| Mon 10 Jun 2002, 0:00 | | Altron/powertech : Results Of General And Scheme |
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ALTRON/POWERTECH : RESULTS OF GENERAL AND SCHEME MEETINGS
Power Technologies Limited
(Incorporated in the Republic of South Africa)
(Registration number 1946/022346/06)
Share code: POW
ISIN: ZAE000015640
("Powertech")
Altron
Allied Electronics
Corporation Limited
(Incorporated in the Republic of South Africa)
(Registration number 1947/024583/06)
Share code: ATN
ISIN: ZAE000029658
Share code: ATNP
ISIN: ZAE000029666
("Altron")
Capital reduction and scheme of arrangement
Results of general and scheme meetings and remaining conditions precedent
1. Introduction
1.1 Powertech shareholders are advised that at the general meeting held at
9:00 on Monday 10 June 2002 the requisite majority of shareholders approved
the distribution out of the share premium account by Powertech to
shareholders of an amount of 100 cents in cash for each Powertech share held
("the capital reduction").
1.2 Powertech shareholders are further advised that at the scheme meeting
held at 9:25 on Monday 10 June 2002 immediately following the conclusion of
the general meeting referred to in 1.1 above, the requisite majority of
shareholders approved, without modification, the scheme of arrangement ("the
scheme") in terms of section 311 of the Companies Act, No 61 of 1973, as
amended ("the Companies Act") proposed by Altron between Powertech and its
shareholders other than Altron and Aberdare Cables International Holdings
(Pty) Limited ("ACIH"). In terms of the scheme, shareholders, other than
Altron and ACIH, will receive 400 cents for each Powertech share held.
The combined effect of the capital reduction and the scheme is that
shareholders, other than Altron and ACIH, will receive 500 cents in cash for
each share held. Powertech will then effectively become a wholly owned
subsidiary of Altron.
2. Remaining conditions precedent and further announcement
The capital reduction remains subject to the registration of the special
resolution approving the capital reduction by the Registrar of Companies.
The scheme remains subject to fulfilment of the following conditions
precedent:
- the High Court of South Africa (Transvaal Provincial Division) ("the
Court") sanctioning the scheme in terms of the Companies Act; and
- a certified copy of the Order of Court sanctioning the scheme being lodged
and registered by the Registrar of Companies in terms of the Companies Act.
A further announcement will only be published in the event that the
remaining conditions precedent are not fulfilled before Wednesday 19 June
2002.
3. Salient dates
Subject to fulfillment of the remaining conditions precedent as detailed in
2:
2002
Expected last day to trade in shares of
Powertech on the JSE Securities
Exchange South Africa ("JSE")
in order to be recorded on the register
on the record date for the capital
reduction and on the record date for
the scheme Wednesday 19 June
Expected date for suspension of Powertech`s
listing on the JSE, from commencement
of trade on the JSE on Thursday 20 June
Expected record date to determine those
Powertech shareholders entitled to receive
the capital reduction, by close of trade on
the JSE on Wednesday 26 June
Expected record date to determine those
Powertech shareholders entitled to receive the
cash consideration, by close of trade on
the JSE on Wednesday 26 June
Expected operative date of the scheme Thursday 27 June
Expected payment date of capital reduction Thursday 27 June
Expected date from which the cash consideration
will be made available to shareholders Thursday 27 June
Expected date for termination of Powertech`s
listing on the JSE, from commencement
of trade on the JSE on Friday 28 June
Any variation of the above dates and times, approved as necessary by the
JSE, Securities Regulation Panel ("the SRP") and/or the Court, will be
published in the press and released on SENS.
4. Capital reduction, Surrender of documents of title and settlement of cash
consideration
Shareholders who hold share certificates or other documents of title
("documents of title") will have the capital reduction consideration mailed
to them, at the risk of the shareholder concerned, or credited to their
relevant bank account by way of electronic transfer of funds, on Thursday 27
June 2002.
In order to receive the scheme consideration, shareholders must surrender
their documents of title in respect of Powertech shares, as soon as
possible, to Computershare Investor Services Limited (formerly Mercantile
Registrars Limited). A form of surrender enabling certificated shareholders
to surrender documents of title was included in the circular mailed to
Powertech shareholders on Friday 17 May 2002. To further assist shareholders
holding documents of title, a copy of this announcement together with a
further form of surrender will be mailed to Powertech shareholders on or
about Wednesday 19 June 2002.
Certificated shareholders who lodge their documents of title with
Computershare Investor Services Limited on or prior to Thursday 27 June
2002, will, depending on the instructions provided by them to Computershare
Investor Services Limited, either have the scheme consideration mailed to
them, at the risk of the shareholder concerned, or credited to their
relevant bank account by way of electronic transfer of funds on the
operative date. Shareholders who surrender their documents of title to
Computershare Investor Services Limited after Thursday 27 June 2002 will
have their scheme consideration settled within five business days of receipt
of the documents of title.
Shareholders whose share certificates have been dematerialised will have the
capital reduction and scheme consideration credited to them and their
Powertech holdings transferred in terms of the custody agreement entered
into between the shareholder and their Central Securities Depository
Participants or broker.
No further dematerialisation of Powertech shares will take place from
Tuesday 11 June 2002.
Johannesburg
11 June 2002
Merchant bank and independent financial adviser to Powertech
SCMB
Standard Corporate and Merchant Bank
(A division of The Standard Bank of South Africa Limited)
(Registration number 1962/000738/06)
Investment bank to Altron
NEDCOR Investment Bank
Corporate law advisers and consultants
Edward Nathan &Friedland (Pty)Limited
(Registration number 1999/026464/07)
www.enf.co.za
Auditors to Powertech
KPMG
Joint sponsors to Powertech and Altron
NEDCOR Investment Bank
ENF Sponsors (Pty)Ltd
(Registration number 2000/027636/07)
Date: 10/06/2002 05:50:08 PM Produced by the SENS Department
