| Mon 5 May 2003, 10:11 | | Gubb & Inggs - Salient Dates |
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Gubb & Inggs - Salient Dates
GUBB & INGGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration No: 1916/001495/06)
("G&I" or "the company")
JSE Code: GUB - ISIN CODE: ZAE000003208
SALIENT DATES OF THE OFFER TO G&I SHAREHOLDERS, REVISED CLOSING DATE OF THE
OFFER AND PROPOSED DELISTING OF THE COMPANY
1.INTRODUCTION
Shareholders are referred to the announcement published in the press on 4 April
2003, in which it was stated that Merwool (Proprietary) Limited ("Merwool") (or
their nominee) would make an offer to purchase from G&I shareholders all the
issued shares in the company not under their control for a cash amount of 1 800
cents per share ("the offer") and that the board of directors of G&I has
resolved to delist the shares of G&I from the JSE Securities Exchange South
Africa.
2. SALIENT DATES AND TIMES (INCORPORATING A NEW CLOSING DATE)
2003
Offer opens at 09h00 on Friday, 02 May
Last day for the receipt of forms of proxy
in respect of the general meeting by 09h00
on Monday, 19 May
General meeting to be held at 09h00 on Tuesday, 20 May
Announcement of results of the general
meeting on SENS on Tuesday, 20May
and in the press on Wednesday, 21 May
Last day to trade in order to participate
in the offer on Friday, 23 May
Suspension of G&I shares on the JSE on Monday, 26 May
Record date to participate in the offer on Friday, 30 May
Offer closes at 12h00 on (See notes 2 and
3 below) Friday, 30 May
Share certificates will be posted back to
certificated shareholders in the event
that the offer is withdrawn Monday, 02 June
Offer consideration made available to
shareholders who have elected to accept
the offer and have surrendered their
documents of title to the transfer
secretaries, through:
- posting of cheques to entitled
shareholders owning shares in certificated
form;
- credit of the accounts of entitled
shareholders with CSDP"s or brokers in
those cases where shares have been
dematerialised and are managed by CSDP"s
or brokers, on or about Monday, 02 June
Announce the results of the offer and
notice in terms of 440K (if applicable) on
SENS on Monday, 02 June
and in the press on Tuesday, 3 June
Termination of G&I listing on the JSE with
effect from the commencement of trading on Tuesday, 3 June
If section 440K becomes applicable, a
further announcement will be made setting
out the applicable salient dates
Notes:
1.The above dates and times in are subject to amendment. Any such amendments to
the dates and times will be published in the press.
2. The circular to shareholders dated 2 May 2003 contains a closing date of the
offer as Wednesday, 28 May 2003. Shareholders are advised that the closing date
of the offer has been changed from Wednesday, 28 May 2003 to Friday 30 May 2003
at the request of the Transfer Secretaries and the JSE.
3.Dematerialised shareholders are required to notify their duly appointed CSDP
or broker of their acceptance of the offer in the manner and time stipulated in
accordance with the agreement between the CSDP or broker and the shareholder.
4.Share certificates may not be dematerialised after Friday, 23 May 2003 should
the listing be terminated subject to any amendment announced on SENS and/or in
the press.
5.Cheques in respect of acceptances of the offer by certificated shareholders
will be posted to the relevant G&I certificated shareholders and crediting of
the accounts of entitled shareholders with CSDP"s or brokers in those cases
where shares have been dematerialised and are managed by CSDP"s or brokers.
6.If, on or prior to the closing date of the offer, the offer has been accepted
by G&I shareholders holding not less than nine-tenths (90%) of the offer shares,
Merwool may decide to invoke the provisions of section 440K of the Companies Act
of 1973, as amended, to compulsorily acquire the remainder of the offer shares.
In the event of such a decision being taken, the offer will be declared
unconditional and the termination of the listing of G&I shares on the JSE will
take place on the date outlined above. In this event and to the extent
necessary, the requisite notice and announcement will be published on SENS and
in the press.
7.The suspension and termination of the listing of G&I shares on the JSE will
occur only in the event that shareholders approve the ordinary resolution to
terminate the listing of the company"s shares.
3.DOCUMENTATION
A circular to G&I shareholders containing full details of the offer, the
proposed termination of listing and incorporating a notice of general meeting to
approve the delisting will be posted to G&I shareholders on 2 May 2003.
Johannesburg
2 May 2003
Sponsor
The Janus corporation (Pty) Ltd
Attorneys
Rushmere Noach Inc
Auditors to G&I and independent advisers to G&I shareholders
Fisher Hoffman PKF
