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APPLETON LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1999/004031/06)
Share code: ALE ISIN: ZAE000027488
("Appleton")
PSG GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1970/008484/06)
Share code: PSG ISIN: ZAE000013017
("PSG")
IMPLEMENTATION OF SCHEME OF ARRANGEMENT
1. Introduction
Further to the announcement dated 25 March 2003, Corpcapital Corporate
Finance is authorised to announce that:
1.1 the scheme of arrangement ("the scheme") proposed by PSG Investment Services
(Pty) Limited in terms of section 311 of the Companies Act, 1973 (Act 61 of
1973), as amended, between Appleton and its shareholders (other than PSG and/or
its subsidiaries and any subsidiaries of Appleton) ("the scheme participants")
was sanctioned by the High Court of South Africa (Cape of Good Hope Provincial
Division) on Tuesday, 1 April 2003; and
1.2 the order of court ("Order") sanctioning the scheme will be lodged with the
Registrar of Companies and is expected to be registered shortly.
Subject to registration of the Order by the Registrar of Companies, the
scheme will become operative at commencement of trading on Monday, 14 April
2003.
In terms of the scheme, scheme participants recorded in the register by
close of business on Friday, 11 April 2003 will be entitled to a scheme
consideration of 9 cents in cash for every Appleton share held by them.
Apart from registration of the Order by the Registrar of Companies, all other
outstanding conditions precedent relating to the scheme have been fulfilled.
2. Suspension and termination of listing
The trading of Appleton shares on the JSE Securities Exchange South Africa
will be suspended with effect from the commencement of trading on Monday, 7
April 2003. The listing of Appleton shares will be terminated with effect from
the commencement of trading on Tuesday, 15 April 2003.
3. Action required
Scheme participants, who hold their shares in certificated form, will be
required to surrender their documents of title in respect of all the scheme
shares in order to claim the scheme consideration payable in terms of the
scheme. A form of surrender was included in the circular dated 28 February 2003
("circular") and a second form of surrender will be posted, together with this
announcement, to Appleton shareholders.
Shareholders are referred to the circular for the full terms of the scheme,
copies of which are available at Appleton"s registered office during ordinary
business hours.
1 April 2003
CORPORATE ADVISOR AND TRANSACTION SPONSOR TO APPLETON
Corpcapital Corporate Finance
a sponsor registered with the JSE Securities Exchange South Africa
INDEPENDENT ADVISOR TO APPLETON MINORITIES
Ernst & Young Corporate Finance (Pty) Ltd
(Registration number 2000/031575/07)
ATTORNEYS TO APPLETON
Sonneberg Hoffmann & Galombik Inc.
CORPORATE ADVISOR TO PSGIS
PSG CAPITAL
ATTORNEYS TO PSGIS
Hofmeyr Herbstein Gihwala Cluver & Walker Inc.
(Registration number 1997/001523/21)
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