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Caxton - Announcement
CAXTON PUBLISHERS AND PRINTERS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1947/025989/06)
SHARE CODE: CXT ISIN: ZAE000017182
("Caxton")
- RESULT OF SCHEME MEETING
- REMAINING CONDITIONS PRECEDENT
- COURT SANCTION OF SCHEME
- SCHEME CONSIDERATION
1. RESULT OF SCHEME MEETING
PSG Investment Bank Limited is authorised to announce that at the scheme meeting
of Caxton shareholders held on Monday, 25 November 2002 ("the scheme meeting"),
the scheme of arrangement proposed by CTP between Caxton and its shareholders
other than CTP Holdings Limited ("CTP") ("scheme members") was approved by the
requisite majority of scheme members present and entitled to vote at the scheme
meeting.
2. REMAINING CONDITIONS PRECEDENT
Implementation of the scheme is subject to the following conditions precedent
outstanding at the date hereof:
- the High Court of South Africa (Witwatersrand Local Division) ("the Court")
sanctioning the scheme; and
- a certified copy of the Order of Court sanctioning the scheme being registered
by the Registrar of Companies.
3. COURT SANCTION OF SCHEME
The Court hearing to sanction the scheme is scheduled for 10:00, or so soon
thereafter as Counsel may be heard, on Tuesday, 3 December 2002 at the High
Court Building, Von Brandis Square, Corner Pritchard and Von Brandis Streets,
Johannesburg.
4. SCHEME CONSIDERATION
4.1 In terms of the scheme, scheme members will receive a cash consideration of
410 cents per share ("the cash consideration") unless they elect on or before
Friday, 20 December 2002 to receive shares in CTP in the ratio of 81 CTP shares
(after the 10-for-1 sub-division of CTP`s share capital which will be effective
prior to the implementation of the scheme) for every 100 Caxton shares held on
Friday, 20 December 2002 ("the share alternative").
4.2 The election to receive the share alternative must be exercised by
certificated shareholders on the form of surrender, election and transfer ("the
form") which accompanied the circular posted to shareholders on 31 October 2002.
Additional copies of the form may be requested from the transfer secretaries.
Dematerialised shareholders must notify their duly appointed CSDP or broker of
their election in the manner and time stipulated in the agreement governing the
relationship between the shareholder and their CSDP or broker. If an election
to receive the share alternative is not received by the transfer secretaries on
or before Friday, 20 December 2002, scheme members will receive the cash
consideration in accordance with the terms of the scheme.
4.3 Certificated shareholders must surrender their documents of title under
cover of the form in accordance with the instructions contained therein in order
to receive the scheme consideration.
4.4 The scheme consideration will be paid to dematerialised shareholders in
accordance with the custody agreement between dematerialised shareholders and
their CSDP or broker.
4.5 Share certificates may not be dematerialised or rematerialised after
Friday, 12 December 2002.
5. FURTHER ANNOUNCEMENT
A further announcement will be released on SENS and published in the press after
the Court hearing in 3, notifying scheme members of the outcome of the hearing
and the consideration salient dates.
Johannesburg
25 November 2002
Corporate adviser and Attorneys Sponsor to CTP
sponsor to Caxton
PSG INVESTMENT BANK FLUXMANS INC SASFIN BANK
LIMITED
Date: 25/11/2002 11:14:21 AM Produced by the JSE SENS Department
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