| Wed 26 Jun 2002, 0:00 | | Autoquip Group Limited - Scheme Of Arrangement - I |
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AUTOQUIP GROUP LIMITED - SCHEME OF ARRANGEMENT - IMPLEMENTATION OF THE
SCHEME OF ARRANGEMENT
AUTOQUIP GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/002838/06)
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), proposed by Sabvest Investments (Proprietary)
Limited, Bridgestone Firestone SA Holdings (Proprietary) Limited, Bruce d`A
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")
IMPLEMENTATION OF THE SCHEME
1. APPROVAL OF THE SCHEME
In an announcement dated 18 June 2002, Autoquip members were advised that
the requisite majority of scheme members had approved the scheme.
The Witwatersrand Local Division of the High Court of South Africa
sanctioned the scheme on Tuesday, 25 June 2002.
The Registrar of Companies registered both the special resolutions, passed
at the General Meeting held on 14 June 2002, and the Order of Court
sanctioning the scheme on Wednesday, 26 June 2002.
Accordingly all conditions precedent to the scheme have been fulfilled and
the scheme will become operative on Monday, 8 July 2002 ("the operative
date").
Autoquip will, accordingly, acquire all the Autoquip shares of the scheme
participants, being those scheme members who are registered as such at the
close of business on Friday, 5 July 2002 ("the record date"), for a cash
consideration of 120 cents per Autoquip share ("the scheme consideration").
SUSPENSION AND TERMINATION OF LISTING
The trading of Autoquip shares on the JSE Securities Exchange South Africa
("the JSE") will be suspended with effect from the commencement of business
on Monday, 1 July 2002 and the listing of Autoquip shares will be terminated
with effect from the commencement of business on Tuesday, 9 July 2002.
SURRENDER OF DOCUMENTS OF TITLE
In order to receive the scheme consideration, scheme participants who hold
their shares in certificated form and who have not already done so are
requested to surrender their documents of title as soon as possible to the
transfer secretaries, Computershare Investor Services Limited ("the transfer
secretaries"). In this regard, an additional circular ("the surrender
circular") will be posted to scheme participants on or about the operative
date and will contain a further form of surrender.
Existing documents of title in respect of Autoquip shares will have no value
from the commencement of business on Tuesday, 9 July 2002, when the listing
of Autoquip shares on the JSE will be terminated, other than for surrender
in terms of the scheme in exchange for the scheme consideration.
Subject to the requirements of the South African Exchange Control
Regulations as described in the circular to Autoquip members which was dated
21 May 2002, the scheme consideration will be posted to, or, where
arrangements have been made, deposited in the bank accounts of, certificated
scheme participants who have surrendered their documents of title before the
operative date, on the operative date. The transfer secretaries will post
the scheme consideration to those scheme participants who hold their shares
in certificated form and who surrender their documents of title on or after
the operative date, within five business days of receipt of their documents
of title.
Dematerialised scheme participants do not have to take any action in respect
of the surrender of documents of title.
The scheme consideration due to beneficial owners of dematerialised shares
will be made available to their CSDP or broker on the operative date and
will be dealt with in accordance with the provisions of the custody
agreement between each such beneficial owner and his CSDP or broker.
JOHANNESBURG
26 JUNE 2002
Corporate advisor and sponsor Legal advisors
Sasfin Bank Limited Webber Wentzel Bowens
(Registration number 1951/002280/06)
Date: 26/06/2002 03:45:00 PM Produced by the SENS Department
