| Thu 20 Feb 2003, 17:00 | | Profurn Limited - Salient Dates Of The Proposed Sc |
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Profurn Limited - Salient dates of the proposed scheme of arrangement
PROFURN LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1968/015363/06)
Share code: PON ISIN: ZAE000037677
("Profurn" or "the Company")
Salient dates of the proposed scheme of arrangement
Introduction
Shareholders are referred to the announcement dated 27 January 2003, in which
shareholders were advised that JD Group Limited ("JD") has proposed a scheme of
arrangement in terms of section 311 of the Companies Act No 61, 1973, as amended
("Companies Act") between Profurn and its shareholders to acquire all of the
shares held by such shareholders ("Profurn shareholders"), subject to certain
conditions precedent being fulfilled ("the scheme") or failing which, a
substitute offer in terms of section 440K of the Companies Act will be made to
the Profurn shareholders at the same purchase consideration as that of the
scheme ("the substitute offer") and which will be subject to certain conditions
precedent.
If the scheme becomes operative or if the substitute offer is implemented,
Profurn will become a wholly-owned subsidiary of JD and Profurn`s listing on the
JSE Securities Exchange South Africa ("JSE"), the Namibian Stock Exchange
("NSX") and the Botswana Stock Exchange ("BSE") will be terminated.
The scheme and the substitute offer are collectively referred to as the
proposal. An announcement on 4 February 2003 set out the financial effects of
the proposal.
Scheme meeting
Profurn shareholders are advised that the High Court of South Africa has granted
leave to convene the scheme meeting, to be held at 10:00 on Monday 31 March 2003
at the registered office of Profurn, 8th Floor, Profurn House, 66 De Korte
Street, Braamfontein.
Salient dates and times
The table below sets out the salient dates of the scheme.
2003
Last day to trade in order to vote at the scheme Wednesday 19 March
meeting on
Record date to vote at the scheme meeting on Thursday 27 March
Last day for receipt of proxies for the scheme Friday 28 March
meeting by 10:00 on
Scheme meeting to be held at 10:00 on Monday 31 March
Court hearing to sanction the scheme on Tuesday 8 April
If the scheme is sanctioned and implemented:
Results of the scheme published on SENS on Tuesday 8 April
Results of the scheme published in the press on Wednesday 9 April
Last day to trade for shareholders to be eligible Thursday 10 April
to receive the scheme consideration on
Suspension of listing of Profurn shares at
commencement of trading on Friday 11 April
Record date on which shareholders must be Thursday 17 April
recorded in the register in order to receive the
scheme consideration by close of trading on
Operative date of the scheme at the commencement Tuesday 22 April
of trading on
Scheme consideration share certificates posted to Tuesday 22 April
certificated scheme participants (if documents of
title are received on or prior to the record
date) on
or, failing receipt of documents of title on or
before the record date, within five business days
of receipt thereof by the transfer secretaries.
Dematerialised scheme participants have their Tuesday 22 April
safe custody accounts held at their CSDP or
broker credited with the scheme consideration on
Termination of listing of the Profurn shares on Wednesday 23 April
the JSE, BSE and NSX at the commencement of
trading on
Notes:
These dates and times are subject to change. Any such change will be published
on SENS and in the press.
Shareholders should note that as Profurn is settling in the STRATE environment,
settlement for trade takes place five business days after such trade. Therefore
shareholders who acquire Profurn shares after Wednesday 19 March 2003 will not
be eligible to vote at the scheme meeting.
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, no later than 10 minutes before
the commencement of the scheme meeting.
No dematerialisation or rematerialisation of Profurn share certificates may take
place after Thursday 10 April 2003.
Should the scheme fail for any reason, JD will, subject to certain conditions
precedent, be deemed to have made a substitute offer to the Profurn shareholders
on the opening date of the substitute offer.
Documentation
Documents which have been approved by the JSE, NSX , BSE and the Securities
Regulation Panel providing full information on the scheme and the substitute
offer and incorporating a notice of scheme meeting, will be posted to
shareholders today.
A copy of the circular to JD shareholders incorporating the listing particulars
of JD as constituted after the transaction will accompany the Profurn documents
posted to shareholders for information purposes. Both documents will be
available on the company`s website www.profurn.com.
Johannesburg
20 February 2003
Merchant Bank to Profurn Attorneys to Profurn
Rand Merchant Bank Fluxmans Inc.
Sponsor to Profurn Independent advisor
Grant Thornton Kessel Feinstein Ernst & Young Corporate Finance
Corporate Sponsors (Proprietary) (Proprietary) Limited
Limited
Date: 20/02/2003 04:41:03 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
