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(Incorporated in the Republic of South Africa)
JSE code: HVN ISIN: ZAE000011045
(Registration number 1995/004137/06)
("SFH" or "the company")
IMPLEMENTATION OF SCHEME OF ARRANGEMENT
1. Introduction
Shareholders are advised that:
- The scheme of arrangement in terms of section 311 of the Companies Act,
1973 (Act 61 of 1973), as amended, proposed by Lawrence Davidoff ("Davidoff"),
between SFH and its shareholders, to acquire all of the shares held by such
shareholders other than those held by a consortium, comprising of Davidoff and,
inter alia, entities controlled by the senior management of the company was
sanctioned by the High Court of South Africa (Witwatersrand Local Division) on
Tuesday, 13 May 2003.
- The Order of Court ("the Order") sanctioning the scheme will be lodged with
the Registrar of Companies for registration.
- Upon registration of the Order by the Registrar of Companies, the last of
the conditions precedent will have been fulfilled and the scheme will become
operative at commencement of trading on Monday, 26 May 2003.
2. Action required by certificated scheme members
Scheme members who hold SFH shares in certificated form and who have not
yet surrendered their documents of title in respect of their scheme shares, will
be required to surrender such documents of title in order to claim the scheme
consideration of 3 (three) cents per SFH share.
A form of surrender was included in the circular to SFH shareholders which
was posted on 10 April 2003. A further circular containing a form of surrender
will be posted on Friday, 23 May 2003 to and for certificated shareholders only.
3. Suspension and termination of listing and other salient dates
2003
- Last day to trade for scheme Friday, 16 May
participants wishing to receive the scheme
consideration on
- Listing of SFH shares suspended from Monday, 19 May
commencement of trading on
- Record date on which scheme participants Friday, 23 May
must be recorded in the register in order to
receive the scheme consideration by close of
trading on
- Operative date and scheme consideration Monday, 26 May
posted to those certificated scheme
participants, who have surrendered their
documents of title on
- Dematerialised scheme participants will Monday, 26 May
have their safe custody accounts held at
their CSDP or broker credited with the scheme
consideration on
- Termination of listing of the SFH shares Tuesday, 27 May
on the JSE Securities Exchange South Africa
at the commencement of trade on
Note:
No dematerialisation or rematerialisation of SFH share certificates may
take place after Friday, 16 May 2003.
Johannesburg
13 May 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
Date: 13/05/2003 12:26:53 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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