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Nando`s Group Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1994/007318/06)
Share code NDS ISIN ZAE000029765
("NGH" or "the Company")
Salient dates of proposed scheme of arrangement
1. Introduction
It was announced in the press on Wednesday 22 January 2003 that Brozent Holdings
(Pty) Limited ("Brozent") will propose a scheme of arrangement in terms of
section 311 of the Companies Act, 1973 (Act 61 of 1973), as amended ("the
scheme"), between NGH and its shareholders other than Brozent, NER Investments
(Pty) Limited, Max Brozin Investment Corporation (Pty) Limited, Circuit Finance
(Pty) Limited, Brozent Securities (Pty) Limited, Brotrade (Pty) Limited and
certain members of management ("the excluded parties"), to acquire all of the
shares held by such shareholders ("minority shareholders") for a cash
consideration of 70 cents per share ("the scheme consideration").
If the scheme becomes operative NGH will be wholly-owned by the excluded parties
and NGH`s listing on the JSE Securities Exchange South Africa ("JSE") will be
terminated.
In the event that the scheme does not become operative for any reason and
subject to the fulfilment of a certain condition precedent, an offer will be
made by Brozent to the minority shareholders to acquire their shares for the
same purchase consideration as the scheme consideration payable in terms of the
scheme ("substitute offer").
2. Scheme meeting
Shareholders are advised that the High Court of South Africa has granted leave
to convene a scheme meeting, to be held at 09:00, on Wednesday 19 March 2003 in
the board room of NGH, situated at 10A Victoria Street, Lorentzville,
Johannesburg.
3. Salient dates and times
The expected dates and times of the scheme are set out below. In the event of a
change or the substitute offer being made, an appropriate announcement will be
made on SENS and in the press.
2003
Last day to trade in order to vote at the scheme Monday 10 March
meeting on
Record date for minority shareholders to be
recorded in the register in
order to vote at the scheme meeting on Monday 17 March
Last day for receipt of proxies for the scheme Tuesday 18 March
meeting by 09:00 on
Scheme meeting to be held at 09:00 on Wednesday 19 March
Results of scheme meeting announcement published Thursday 20 March
on SENS on
Court hearing to sanction the scheme on Tuesday 1 April
Results of the scheme published on SENS and in Wednesday 2 April
the press on
Last day to trade for minority shareholders
wishing to receive
the scheme consideration on Friday 4 April
Suspension of listing of NGH shares at Monday 7 April
commencement of trading on
Record date for minority shareholders to be
recorded in the register to
receive the scheme consideration by close of Friday 11 April
business on
Operative date of the scheme at the commencement Monday 14 April
of trading on
Scheme consideration cheques posted to
certificated minority shareholders
(if documents of title are received on or prior Monday 14 April
to the consideration record date) on
or, failing receipt of documents of title on or
before the consideration record date,
within five business days of receipt thereof by
the transfer secretaries
Dematerialised minority shareholders have their
safe custody accounts
held at their CSDP`s or broker credited with the
scheme consideration on Monday 14 April
Termination of listing of the shares on the
Johannesburg Stock
Exchange South Africa ("JSE") at the
commencement of trading on Tuesday 15 April
Notes:
1. These dates and times are subject to change. Any such change will be
published on SENS and in the press.
2. Shareholders should note that as NGH is settling in the STRATE environment,
settlement for trade takes place 5 (five) business days after such trade.
Therefore shareholders who acquire shares after Monday 10 March 2003 will not be
eligible to vote at the scheme meeting.
3. If a form of proxy for the scheme meeting is not received by the time and
date shown above, it may be handed to the chairman of the scheme meeting by no
later than 10 minutes before the scheme meeting is due to commence.
4. No dematerialisation or rematerialisation of NGH share certificates will take
place after Friday 4 April 2003.
5. Should the scheme not become operative for any reason, Brozent will, subject
to the fulfilment of a certain condition precedent, make the substitute offer to
the minority shareholders registered as such on the opening date of the
substitute offer.
4. Documentation
A circular which has been approved by the JSE and 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.
Sandton
21 February 2003
Merchant bank and sponsor to NGH
RAND MERCHANT BANK
A division of FirstRand Bank Limited
Corporate Finance
Attorneys to NGH
WERKSMANS
INCORPORATED
(Registration number 1990/007215/21)
Corporate law advisors and consultants to NER and Capricorn
EDWARD NATHAN & FRIEDLAND (PTY)LTD
(Registration number 1999/026464/07)
www.enf.co.za
Independent advisor
NEDBANK CORPORATE
Advisor and lender to Brozent
Investec Bank Limited
(Registration number 1969/004763/06)
Date: 21/02/2003 08:55:03 AM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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