| Thu 10 Apr 2003, 14:34 | | SALIENT DATES OF THE PROPOSED SCHEME OF |
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SWEETS FROM HEAVEN HOLDINGS LIMITED -
SWEETS FROM HEAVEN HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
JSE code: HVN ISIN: ZAE000011045
(Registration number 1995/004137/06)
("SFH" or "the company")
SALIENT DATES OF THE PROPOSED SCHEME OF ARRANGEMENT AND DELISTING
1. Introduction
In the announcement dated 14 February 2003, shareholders were advised that
Lawrence Davidoff had proposed a scheme of arrangement in terms of Section 311
of the Companies Act, 1973 (Act 61 of 1973), as amended ("the scheme") between
SFH and its shareholders to acquire all of the shares held by such shareholders,
for a consideration of three cents, other than those held by a consortium,
comprising of Davidoff and, inter alia, the entities controlled by the senior
management of that company, or should the scheme not be implemented, the
proposed voluntarily delisting of the shares of SFH from the JSE Securities
Exchange South Africa ("JSE"), together with an alternative offer.
2. Scheme meeting
SFH shareholders are further advised that leave to convene the scheme
meeting has been granted by the High Court of South Africa. The scheme meeting
will be held at 09:00 on Monday, 5 May 2003 at the registered office of SFH,
Block J Georgian Place, 18 Southway Road, Eastgate Extension 6, Sandton, 2148.
3. Salient dates and times
Set out below are the salient dates of the proposed scheme of arrangement
and delisting:
2003
Last day to trade in order to vote at the scheme Tuesday, 22 April
meeting on
Record date to vote at the scheme meeting on Wednesday, 30 April
Proxy forms to be received by 9:00 in respect of Friday, 2 May
scheme meeting
Scheme meeting to be held at 9:00 on Monday, 5 May
Results of the scheme meeting published on SENS Monday, 5 May
on
Results of the scheme meeting published in the Tuesday, 6 May
newspapers on
Court hearing to sanction the scheme on Tuesday, 13 May
If the scheme is sanctioned and implemented
Last day to trade for shareholders to be Friday, 16 May
eligible to receive the scheme consideration on
Suspension of listing of SFH shares at Monday, 19 May
commencement of trading on
Record date on which shareholders must be Friday, 23 May
recorded in the register in order to receive the
scheme consideration by close of trading on
Operative date and scheme consideration posted Monday, 26 May
to certificated scheme participants on
Dematerialised scheme participants have their Monday, 26 May
safe custody accounts held at their CSDP or
broker credited with the scheme consideration on
Termination of listing of the SFH shares on the Tuesday, 27 May
JSE at the commencement of trade on
If the scheme is not sanctioned
Proxy forms to be received by 9:00 in respect of Friday, 16 May
the general meeting
General meeting of SFH to be held at 9:00 on Tuesday, 20 May
Notes:
1. These dates and times are subject to change. Any such change will
be published in the press.
2. If the forms of proxy are not received by the time and date shown
above, they may be handed to the chairman of the scheme meeting
and of the general meeting, no later than 10 minutes before the
commencement of the meetings.
3. Shareholders should note that as SFH is settling in the STRATE
environment, settlement for trade takes place 5 (five) business
days after such trade. Therefore, shareholders who acquire SFH
shares after Tuesday, 22 April 2003 will not be eligible to vote
at the scheme meeting.
4. No dematerialisation or rematerialisation of SFH share
certificates may take place after Friday, 16 May 2003.
4. Documentation
A circular incorporating, inter alia, the scheme of arrangement between SFH
and the scheme members as proposed by Davidoff, notice of the scheme meeting and
notice of the general meeting, has been approved by the JSE and the Securities
Regulation Panel and will be posted to shareholders on 10 April 2003.
Johannesburg
10 April 2003
Transaction sponsor Attorneys
GRANT THORNTON KESSEL FLUXMANS INC.
FEINSTEIN CORPORATE
SPONSORS (PROPRIETARY)
LIMITED
Reporting accountants and Independent adviser
auditors
HORWATH LEVETON BONER GRANT THORNTON KESSEL
FEINSTEIN CORPORATE FINANCE
(PROPRIETARY) LIMITED
