| Wed 30 Oct 2002, 16:40 | | SALIENT DATES FOR SCHEME OF ARRANGEMENT OF CAXTON |
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SALIENT DATES FOR SCHEME OF ARRANGEMENT OF CAXTON AND PROPOSED CHANGE OF NAME
AND 10-FOR-1 SUBDIVISION OF CTP`S SHARE CAPITAL
Caxton Publishers and Printers Limited
(Incorporated in the Republic of South Africa)
(Registration number 1947/025989/06)
Share code: CXT ISIN: ZAE000017182
("Caxton")
CTP HOLDINGS LIMITED
(the name of which is about to be changed to
Caxton and CTP Publishers and Printers Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1947/026616/06)
Share code: CTP ISIN: ZAE000001871
("CTP")
SALIENT DATES FOR SCHEME OF ARRANGEMENT AND PROPOSED CHANGE OF NAME AND 10-FOR-1
SUB-DIVISION OF CTP`S SHARE CAPITAL
1. Introduction
1.1 It was announced in the press on 12 September 2002 that CTP would
propose a scheme of arrangement in terms of section 311 of the Companies Act,
1973 (Act 61 of 1973), as amended, between Caxton and its shareholders other
than CTP ("the scheme members") which, if implemented, would result in Caxton
being a wholly-owned subsidiary of CTP and Caxton`s listing being terminated on
the JSE Securities Exchange South Africa ("the JSE").
1.2 Arising from and subject to the sanctioning of the scheme and to the
passing and registration of the necessary special resolutions, it is proposed
that:
1.2.1 CTP`s name will be changed to Caxton and CTP Publishers and
Printers Limited to reflect the change in status of the company following the
implementation of the scheme ("the name change");
1.2.2 each ordinary share of 25 cents each in CTP`s authorised and
issued share capital will be sub-divided into 10 ordinary shares of 2,5 cents
each to enhance the tradeability of CTP`s shares ("the sub-division").
2. Salient dates and times
The salient dates and times relating to the above are as follows:
2002
Last day to trade Caxton shares on the JSE in
order to enable entry on the register or sub-register
so as to be able to vote at the scheme meeting Thursday, 14 November
General meeting of CTP shareholders to be
held at 10:00 Thursday, 21 November
Voting record date Thursday, 21 November
Last day to lodge form of proxy for the scheme
meeting by 10:00 on (see note 2) Friday, 22 November
Scheme meeting to be held at 10:00 Monday, 25 November
Court hearing at 10:00 or so soon thereafter as
Counsel may be heard to sanction the scheme Tuesday, 3 December
Announcement on SENS notifying scheme members of,
inter alia, results of the scheme and the scheme
consideration salient dates Tuesday, 3 December
Results of the CTP general meeting and the scheme
meeting and of the scheme, CTP`s name change and
share sub-division becoming unconditional published
in the press Thursday, 5 December
Order of Court sanctioning the scheme registered by
the Registrar of Companies Thursday, 5 December
Last day to trade in existing CTP shares under old
name (pre sub-division) Thursday, 12 December
Last day to trade scheme shares in order to receive
the scheme consideration Thursday, 12 December
Expected suspension of listing of Caxton shares on
the JSE from the commencement of trade Friday, 13 December
Amendment of CTP`s listing for the name change and
the sub-division under the abbreviated name
"Caxton" in the Media and Photography sector of
the JSE list with the alpha share code of "CAT" with
effect from the commencement of trade Friday, 13 December
Expected listing of the CTP consideration shares on
the JSE from the commencement of trade Friday, 13 December
Trading in CTP`s new name under the abbreviated
name "Caxton" with the alpha share code of "CAT"
and sub-divided shares commences on the JSE Friday, 13 December
Record date for the name change and the sub-division Friday, 20 December
Last day for receipt of election forms to receive the
share alternative at 16:00 Friday, 20 December
Record date to determine participation in the scheme
consideration Friday, 20 December
Expected operative date of the scheme Monday, 23 December
CTP dematerialised shareholders will have their safe
custody accounts with their Central Securities
Depository Participant ("CSDP") or broker updated
with the name change and the sub-division Monday, 23 December
In respect of certificated CTP shareholders, if
existing share certificates are surrendered together
with forms of surrender on or before the close of
business on Friday, 20 December 2002, new share
certificates will be despatched to such CTP shareholders
by registered post at such shareholders` risk or be
available for collection from the transfer
secretaries Monday, 23 December
Scheme consideration posted to certificated scheme
participants, deposited directly into scheme
participant`s bank account or holders of dematerialised
shares will have their accounts credited and updated at
their CSDP or broker (if documents of title or instruction
to electronically deliver scheme shares are received
on or prior to the consideration record date or,
failing that, within 5 (five) business days of
receipt thereof by the transfer secretaries) Monday, 23 December
Expected termination of listing of Caxton shares on
the JSE with effect from the commencement of trade Tuesday, 24 December
Notes:
(1) These dates and times are subject to change. Any such change will be
published on SENS and 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 scheme meeting, as the case may be, not
later than 10 (ten) minutes before the commencement of the scheme meeting.
(3) Share certificates may not be dematerialised or rematerialised after
Thursday, 12 December 2002.
3. Circulars to shareholders
A circular to CTP shareholders regarding the scheme, the name change and the
sub-division, was posted to shareholders on 30 October 2002.
A circular to Caxton shareholders, containing detailed information regarding
the scheme and incorporating a notice of scheme meeting, will be posted to
Caxton shareholders today.
Johannesburg
31 October 2002
Corporate adviser and sponsor to Caxton
PSG INVESTMENT BANK
Independent reporting accountants and auditors
ERNST & YOUNG
CHARTERED ACCOUNTANTS (SA)
(Registered Accountants and Auditors)
Attorneys
FLUXMANS ATTORNEYS
Website: www.fluxmans.com
(Registration number 2000/024775/21)
Sponsor to CTP
SASFIN BANK LIMITED/
(Registration number 1951/002280/06)
Date: 30/10/2002 04:30:00 PM Produced by the JSE SENS Department
