| Fri 20 Dec 2002, 15:55 | | Good Cape - Salient dates regarding the disposals |
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Good Cape - Salient dates regarding the disposals of subsidiary companies and
assets
GOOD CAPE LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 1987/006274/06)
Share code: GDC ISIN: ZAE000015590
("Good Cape" or "the Company")
SALIENT DATES REGARDING THE DISPOSALS OF SUBSIDIARY COMPANIES AND ASSETS;
DISTRIBUTION TO SHAREHOLDERS BY WAY OF REDUCTION OF SHARE CAPITAL; CHANGE IN
CONTROL AND WITHDRAWAL OF CAUTIONARY
1. INTRODUCTION
1.1 As set out in the cautionary announcement dated 21 October 2002 and the
detailed announcement dated 22 November 2002, the Company has entered into an
agreement dated 22 October 2002, as amended and novated, pursuant to which and
subject to the suspensive condition set out in paragraph 2 below (the
"Suspensive Condition") regarding:
1.1.1 disposals of certain assets and liabilities of the Company and its
subsidiaries ("the Disposals");
1.1.2 a reduction in share capital by way of a distribution ("the Distribution")
to shareholders out of share premium of 34,27 cents per ordinary share in the
Company ("Share"); and
1.1.3 a change in control of the Company to Edge to Edge 188 (Proprietary)
Limited ("Edge to Edge") at 10,125 cents per Share ex the Distribution ("the
Sale").
1.2 Pursuant to the change in control arising from the Sale, Edge to Edge has
undertaken and is required in terms of the Securities Regulation Code on
Takeovers and Mergers to, after implementation of the Sale and Distribution,
make a corresponding offer to acquire the Shares of the minority shareholders
for 10,125 cents per Share (the "Offer"). Accordingly, should the Suspensive
Condition be fulfilled, shareholders of the Company (the "Shareholders") will be
entitled to the Distribution of 34,27 cents per Share and, Shareholders
accepting the Offer, to a purchase consideration of 10,125 cents per Share,
being a potential aggregate amount of 44,395 cents per Share.
1.3 An extraordinary general meeting of shareholders has been convened at 10:00
on Tuesday, 14 January 2003 at the Company`s registered office ("General
Meeting") at which the Shareholders will consider, and if deemed fit, pass
resolutions to approve the Disposals and the Distribution and such other
resolutions required to give effect thereto.
2. SUSPENSIVE CONDITIONS
The implementation of the Sale, the Disposals and the Distribution is subject to
shareholder approval.
3. SALIENT DATES AND TIMES
2003
Last day for receipt of proxies for the
General Meeting by not later than 10:00 Monday, 13 January
General Meeting to be held at 10:00 Tuesday, 14 January
Results of the General Meeting announced
through SENS Tuesday, 14 January
Results of the General Meeting published
in the press Wednesday, 15 January
Last day to trade in Shares in order to qualify
for Distribution Friday, 24 January
Date from which Shares trade ex right to
participate in Distribution Monday, 27 January
Record date Friday, 31 January
Distribution to Shareholders, cheques posted to
or directly deposited in bank accounts of
Shareholders or accounts credited at CSDP or broker Monday, 3 February
Notes:
(i) The above dates and times are subject to amendment. Any amendments to the
dates and times will be published in the press and on SENS.
(ii) Share certificates may not be dematerialised or re-materialised from
Monday, 27 January 2003 until Friday, 31 January 2003, both days inclusive.
4.CIRCULAR TO SHAREHOLDERS
Full details of the aforementioned transactions will be set out in the circular
expected to be posted to Shareholders on or about 30 December 2002.
Subsequent to the Disposals and the Distribution, in terms of the Listings
Requirements, the Company will no longer meet all the criteria required to
remain listed on the JSE Securities Exchange South Africa ("JSE"). The Company`s
listing is therefore under threat of suspension. However, the Company is in
discussions with the JSE regarding its continued listing. Shareholders will be
advised regarding this matter in a further circular dealing with the Offer in
due course.
5. WITHDRAWAL OF CAUTIONARY
Shareholders are referred to the announcements dated 21 October and
22 November 2002, and are advised that, further to this salient dates
announcement by the Company, the Board`s advice to Shareholders to exercise
caution while dealing in their Shares is withdrawn.
CAPE TOWN
23 December 2002
Transactional Sponsor and Independent Advisor:
Sasfin Bank Limited
Reporting Accountants:
Pricewaterhouse Coopers Inc
Legal Advisers:
Sonnenberg Hoffman & Galombik
Date: 20/12/2002 03:49:00 PM Produced by the JSE SENS Department
