| Tue 8 Jul 2003, 17:21 | | AMB Holdings/ AMB Partners - Sanctioning of the Sc |
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AMB Holdings/ AMB Partners - Sanctioning of the Scheme
AMB Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1995/003054/06)
Share code: AMB ISIN: ZAE000029682
("AMB Holdings")
AMB PRIVATE EQUITY PARTNERS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/015329/06)
Share code: APP ISIN: ZAE000026936
("AMB Partners")
SANCTIONING OF THE AMB PARTNERS SCHEME OF ARRANGEMENT BY THE HIGH COURT AND
SURRENDER OF DOCUMENTS
1. FULFILMENT OF CONDITIONS PRECEDENT
Further to the announcements dated 30 June 2003, AMB Advisory Services
Limited is authorised to announce that the scheme of arrangement ("the scheme")
proposed by AMB Holdings between AMB Partners and its linked unitholders, other
than AMB Holdings and certain linked unitholders ("the excluded linked
unitholders"), was sanctioned by the High Court of South Africa (Witwatersrand
Local Division) ("the Court") on Tuesday, 8 July 2003. The Order of Court
sanctioning the scheme was lodged with, and registered by, the Registrar of
Companies on Tuesday, 8 July 2003. Accordingly, all the conditions precedent to
which the scheme was subject have now been fulfilled, and the scheme will be
implemented as set out below.
2. SALIENT DATES
The listing of AMB Partners linked units on the JSE Securities Exchange South
Africa will be suspended with effect from the commencement of business on
Monday, 14 July 2003, and will be terminated with effect from the commencement
of business on Tuesday, 22 July 2003. The date on which AMB Partners linked
unitholders, other than the excluded linked unitholders, must be recorded in the
register in order to receive the scheme consideration ("scheme participants") is
the close of business on Friday, 18 July 2003 ("the record date"). The operative
date of the scheme is the commencement of business on Monday, 21 July 2003 ("the
operative date"). Scheme participants who wish to receive the deferred scheme
consideration of R13,00 per AMB Partners linked unit (as opposed to the cash
consideration of R12,25 per linked unit) are required to submit an election form
to this effect by no later than 12:00 on Friday, 18 July 2003.
3. SCHEME CONSIDERATION AND SURRENDER OF DOCUMENTS OF TITLE
In terms of the scheme, scheme participants recorded in the register on the
record date are entitled to receive the scheme consideration, consisting of a
cash consideration of R12,25 per AMB Partners linked unit or a deferred
consideration of R13,00 per AMB Partners linked unit.
The scheme consideration payable in respect of dematerialised linked units
will be credited by AMB Partners on the operative date in terms of the
instructions provided by such linked unitholder to his Central Securities
Depository Participant or broker.
The scheme consideration payable in respect of AMB Partners linked units held
in certificated form will be posted by registered post, at the risk of the
addressee, to such scheme participant. Where the documents of title in respect
of the linked units have been surrendered to the transfer secretaries:
* prior to the record date, the scheme consideration will be posted on the
operative date; or
* after the record date, the scheme consideration will be posted within five
business days of the receipt of the duly surrendered documents of title in
relation to the AMB Partners linked units.
Accordingly, if they have not already done so, certificated scheme
participants should surrender their documents of title as soon as possible to
the transfer secretaries, Computershare Investor Services Limited, 70 Marshall
Street, Johannesburg, 2001 (PO Box 1053, Johannesburg, 2000) in order to be paid
the scheme consideration.
The scheme consideration will not be sent to certificated scheme participants
unless and until all documents of title in respect of the relevant AMB Partners
linked units have been surrendered to the transfer secretaries as set out above.
A form of surrender was included in the circular posted to AMB Partners
linked unitholders on Thursday, 5 June 2003. A further form of surrender will be
posted to AMB Partners linked unitholders on Thursday, 10 July 2003.
Illovo
8 July 2003
Corporate adviser and joint sponsor
AMB Advisory Services Limited
Registration number 1996/016470/06
Lead sponsor
Deloitte & Touche Sponsor Services (Pty) Ltd
(Incorporated in the Republic of South Africa)
(Registration number 1996/000034/07)
Legal adviser
Webber Wentzel Bowens
