| Wed 26 Jun 2002, 0:00 | | TILE AFRIKA HOLDINGS LIMITED - SALIENT DATES FOR A |
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ARRANGEMENT
TILE AFRICA HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/017716/06)
Share code: TLF
ISIN: ZAE000017604
("Tile Afrika" or "the company")
Salient dates for a proposed scheme of arrangement
1. INTRODUCTION
It was announced in the press on 31 May 2002 that Tile Afrika intended to
propose a scheme of arrangement in terms of section 311 of the Companies
Act, 1973 (Act 61 of 1973), as amended, between Tile Afrika and Tile Afrika
shareholders (other than members of a consortium, comprising certain of the
directors, the executive management, the employees and certain strategic
shareholders of Tile Afrika) ("the consortium")) ("the scheme members")
which, if implemented, would result in Tile Afrika being wholly-owned by the
consortium and the company`s listing being terminated on the JSE Securities
Exchange South Africa ("the JSE").
2. SALIENT DATES AND TIMES(1)
The salient dates and times in respect of the scheme are set out below:
2002
Last day to trade on the JSE in order to be
able to vote at the scheme meeting Thursday, 11 July
Record date in order to vote at the scheme
meeting by 16:00 on Thursday, 18 July
Last day to lodge form of proxy for the
general meeting by 10:00 on(2) Friday, 19 July
Last day to lodge form of proxy for the
scheme meeting by 10:15 on(2) Friday, 19 July
General meeting to be held at 10:00 on Monday, 22 July
Scheme meeting to be held at 10:15 (or as soon
thereafter as the general meeting shall have
been concluded) on Monday, 22 July
Court hearing to sanction the scheme on Tuesday, 30 July
Announcement on the Securities Exchange News
Service notifying scheme members of, inter
alia, results of the scheme and the record
date on or about Thursday, 1 August
Order of Court sanctioning the scheme
registered by the Registrar of Companies Thursday, 1 August
Press announcement notifying scheme members
of, inter alia, results of the scheme published
in the press on or about Friday, 2 August
Last day to trade in order to participate in
the scheme Friday, 2 August
Expected suspension of listing of Tile Afrika
shares on the JSE from the commencement of
business on Monday, 5 August
Expected record date to determine participation
in the scheme by the close of business ("the
record date") on Monday, 12 August
Expected operative date of the scheme on or
about Tuesday, 13 August
Scheme consideration cheques posted to
certificated scheme participants or deposited
directly into scheme participant`s bank account
(if documents of title in respect of
certificated scheme participants are received
on or prior to the record date or, failing
that, within 5 (five) business days of receipt
thereof by the transfer secretaries), on or
about(3) Tuesday, 13 August
Expected termination of listing of Tile Afrika
shares on the JSE with effect from the
commencement of business on Wednesday, 14 August
Notes:
(1) These dates and times are subject to change. Any such change will be
published in the press.
(2) If a form of proxy is not received by the time and date shown above, it
may be handed to the chairperson of the general meeting or the scheme
meeting, as the case may be, no later than 10 (ten) minutes before the
commencement of the relevant meeting.
(3)Share certificates may not be dematerialised after Friday, 26 July 2002.
3. CIRCULAR TO SHAREHOLDERS
A circular to Tile Afrika shareholders, containing detailed information
regarding the scheme and incorporating a notice of general meeting and of
the scheme meeting, will be posted to Tile Afrika shareholders today.
Johannesburg
27 June 2002
Investment bank and sponsor
PSG Investment Bank
Attorneys
FRRW
Fluxman Rabinowitz Raphaely Weiner Inc Attorneys
www.frrw.co.za
Auditors
Horwath Leveton Boner
Chartered Accountants (SA)
Independent adviser to scheme members
Moores Rowland
Chartered Accountants (SA)
Date: 26/06/2002 05:30:00 PM Produced by the SENS Department
