| Fri 9 May 2003, 17:20 | | Corohold/African Harvest - Salient Dates And Times |
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Corohold/African Harvest - Salient Dates And Times Announcement In Respect Of
The Corohold Restructuring, The Corohold Offer For African Harvest Shares And
Withdrawal Of The Cautionary Announcement
Coronation Holdings Limited African Harvest Limited
(Incorporated in the Republic (Incorporated in the Republic
of South Africa) of South Africa)
(Registration number (Registration number
1902/001739/06) 1997/013827/06)
(Ordinary share code: CRH) (Share code: AHV)
(ISIN: ZAE000001772) (ISIN: ZA000013538)
("N" ordinary share code: CRN) ("African Harvest")
(ISIN: ZAE000010369)
("Corohold" or "the company")
SALIENT DATES AND TIMES ANNOUNCEMENT IN RESPECT OF THE COROHOLD RESTRUCTURING,
THE COROHOLD OFFER FOR AFRICAN HARVEST SHARES AND WITHDRAWAL OF THE CAUTIONARY
ANNOUNCEMENT
A. Introduction
On 3 March 2003 and 15 April 2003, Corohold and African Harvest announced
details of the proposed restructuring of Corohold and an offer for African
Harvest shares which included:
* the repayment of share premium to Corohold shareholders of 1581 cents per
Corohold ordinary and "N" ordinary share ("the repayment of share premium");
* the unbundling and listing of Coronation Fund Managers Limited ("the CFM
unbundling");
* a proposal, by Corohold, of a scheme of arrangement between African Harvest
and its shareholders in terms of which Corohold would acquire the African
Harvest shares not currently owned by it for a cash consideration of 194 cents
per African Harvest share and a proposed change of the name of African Harvest
to Coronation Equities Limited ("African Harvest offer");
* the sale by Corohold to Coronation Investments and Trading Limited ("CIT")
of the Coronation Capital Limited shares, the African Harvest shares and certain
other assets (but excluding the CFM shares) for the sum of R2.129 billion in
cash and the assumption by CIT of certain liabilities totalling approximately
R523 million; the sale to exclude sufficient assets as may be necessary to
result in the net assets of Corohold, after the sale but before taking account
of costs and taxation arising from the restructuring of Corohold, totalling R450
million ("the Corohold asset sale");
* the distribution of a cash dividend of 1669 cents per Corohold ordinary and
"N" ordinary share in anticipation of Corohold"s voluntary winding up and
delisting ("the liquidation distribution");
* an offer by CIT to Corohold shareholders to acquire all their shares in
Corohold for a cash consideration of 500 cents per share ("the CIT offer"); and
* an invitation to Corohold shareholders to subscribe for shares in CIT by
renouncing all or part of their entitlements, per Corohold ordinary and "N"
ordinary share, to the repayment of share premium, the unbundled CFM shares and
the liquidation distribution together with the cash to be received in terms of
the CIT offer , on an indivisible basis, in consideration for two CIT shares per
Corohold ordinary and "N" ordinary share ("election to subscribe for shares in
CIT").
The combination of cash and CFM shares to be received by shareholders pursuant
to the repayment of share premium, the CFM unbundling and the liquidation
distribution are collectively referred to hereinafter as the "Corohold
distributions". The Corohold asset sale, the Corohold distributions and the CIT
offer are collectively referred to hereinafter as the "Corohold restructuring".
B. Conditions precedent
The conditions precedent to the Corohold restructuring are that the requisite
approvals of the Corohold shareholders are given to all the resolutions to be
considered at the general meeting, and that the conditions precedent to those
resolutions are fulfilled, which include, inter alia, the following:
1. that approval is given by the Competition Authorities to the Corohold
restructuring;
2. that, as necessary, the requisite notifications are given to, and/or
approvals and/or confirmations are received from the relevant regulatory
authorities in relation to any changes in control of:
2.1 those companies in the Corohold Group, defined as Corohold and all its
subsidiaries and associate companies, in South Africa which are subject to
regulatory control, whether under the Stock Exchanges Control Act, No. 1 of
1985, the Financial Markets Control Act, No. 55 of 1989, the Collective
Investment Schemes Control Act, No. 45 of 2002 or the Long-Term Insurance Act,
No. 52 of 1998;
2.2 those companies in the Corohold Group outside South Africa, by the
regulatory authorities in the Republic of Ireland, Jersey and the United Kingdom
or elsewhere as necessary,
which may arise from the Corohold restructuring;
3. that advance rulings, expressions of opinion or the like are given by the
South African Revenue Service in respect of the Corohold distributions and
related matters to the extent required by the Corohold Board and to the
satisfaction of that Board;
4. that the requisite notifications are given to, and/or approvals of the
South African Reserve Bank ("SARB") are obtained, to the satisfaction of the
Corohold Board, insofar as same may be necessary to the change in control of the
offshore companies in the Corohold Group which will result from the Corohold
restructuring; and
5. that the requisite notifications are given to, and/approvals of the SARB
are obtained, to the satisfaction of the CIT Board, insofar as same may be
necessary in regard to the funding established by CIT to acquire the assets in
terms of the Corohold asset sale and to acquire the Corohold shares.
All the above conditions precedent are to have been fulfilled, or waived by the
Board of directors of CIT, by no later than Monday, 9 June 2003, or such later
date as may be agreed between Corohold and CIT.
C. Salient dates and times
The salient dates and times are as follows:
2003
i. Salient dates and times for Corohold
shareholders
Opening of CIT offer at 9:00 Monday, 12 May
Opening of election to subscribe for shares Monday, 12 May
in CIT at 9:00
Last day to lodge proxy forms for the Thursday, 5 Jun
Corohold general meeting at 14:00 e
Corohold general meeting at 14:00 Monday, 9 June
Results of general meeting and finalisation Monday, 9 June
information published on SENS
Results of general meeting and finalisation Tuesday, 10 Jun
information published in the press e
Last day to trade in order to qualify for the Thursday, 12 Ju
Corohold distributions ne
Corohold shares trade ex Corohold Friday, 13 June
distributions
Listing of CFM from commencement of trade Friday, 13 June
Record date in order to receive the Corohold Friday, 20 June
distributions
Close of CIT offer at 12:00 (refer note 1) Friday, 20 June
Close of election period to subscribe for Friday, 20 June
shares in CIT at 12:00 (refer note 1)
Corohold distributions and/or issue of shares Monday, 23 June
in CIT made on
ii Salient dates and times for African Harvest
. shareholders
Last day to trade in order to vote at the Tuesday, 27 May
scheme meeting
Record date to vote at the scheme meeting Tuesday, 3 June
Last day to lodge proxy forms for scheme Wednesday, 4
meeting at 10h00 June
Last day to lodge proxy forms for general Wednesday, 4
meeting at 10h30 June
Scheme meeting at 10h00 Friday, 6 June
General meeting at 10h30 or as soon as the Friday, 6 June
scheme meeting finishes
Results of scheme meeting and general meeting Friday, 6 June
published on SENS
Results of scheme meeting and general meeting Monday, 9 June
published in the press
Court hearing to sanction the scheme at 10h00 Thursday,
or as soon thereafter as Counsel may be heard 19 June
If the scheme is sanctioned and implemented,
results of the scheme published:
on SENS Friday, 20 June
in the press Monday, 23 June
Last day to trade in order to be eligible to Friday, 27 June
receive the scheme consideration
Suspension of African Harvest"s listing on Monday, 30 June
the JSE, from commencement of trade
Record date to be recorded on the register in Friday, 4 July
order to receive the scheme consideration
Expected operative date of the scheme at the Monday, 7 July
commencement of trading
Scheme consideration cheques posted to Monday, 7 July
certificated scheme participants (if
documents of title received on or prior to
the record date for the scheme), or failing
receipt of documents of title on or before
the record date for the scheme, within five
business days after receipt thereof by the
transfer secretaries
Dematerialised scheme participants will have Monday, 7 July
their accounts held at their CSDP or broker
credited with the scheme consideration on
Expected date of termination of African Tuesday, 8 July
Harvest listing on the JSE, from commencement
of trade
Notes:
1. Dematerialised shareholders are required to notify their duly appointed
CSDP or broker of their acceptance of the CIT offer in the manner and time
stipulated in the agreement governing the relationship between the shareholder
and his CSDP or broker.
2. Corohold share certificates may not be rematerialised or dematerialised
between Friday, 13 June 2003 and Friday, 20 June 2003, both dates inclusive.
3. African Harvest share certificates may not be rematerialised or
dematerialised after Friday, 27 June 2003.
The above dates and times are subject to amendment. Any amendment to the dates
and times will be published in the press and on SENS.
D. Circulars
Circulars to Corohold shareholders dealing with the various aspects of the
Corohold restructuring will be posted to shareholders on Monday, 12 May 2003.
The circular to African Harvest shareholders dealing with the African Harvest
offer will be posted to African Harvest shareholders on Thursday, 15 May 2003.
E. Withdrawal of cautionary announcement
The Securities Regulation Panel has been provided with the requisite cash
confirmations in respect of the African Harvest offer, the Corohold asset sale
and the CIT offer. Accordingly, shareholders of Corohold and African Harvest are
advised that they no longer need to exercise caution in dealing in the
securities of the respective companies.
Cape Town
9 May 2003
Corporate advisor and sponsor Sponsor to African Harvest
to Corohold Deutsche Securities (SA)
Deutsche Securities (SA) (Proprietary) Limited
(Proprietary) Limited
Legal advisor to Corohold Legal advisor to African
Deneys Reitz Inc. Harvest
Hofmeyr Herbstein & Gihwala
Inc.
Tax advisor to Corohold Independent financial advisor
Sonnenberg Hoffmann Galombik to African Harvest
NM Rothschild & Sons
