| Thu 21 Aug 2003, 10:30 | | SALIENT DATES OF SCHEME OF ARRANGEMENT |
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Barnex -
Barnato Exploration Limited
(Incorporated in the Republic of South Africa)
(Registration number 1988/003756/06)
Share code: BNX ISIN: ZAE000000964
("Barnex")
JCI Limited
(formerly Consolidated African Mines Limited)
(Registration number 1894/000854/06)
Share code: JCD ISIN: ZAE000039681
("JCI")
SALIENT DATES OF SCHEME OF ARRANGEMENT
1. Introduction
1.1 JCI will propose a scheme of arrangement in terms of section 311 of the
Companies Act, 1973 (Act 61 of 1973), as amended, between Barnex and its
shareholders ("the scheme members") which, if implemented, will result in Barnex
being a wholly-owned subsidiary of JCI and Barnex"s listing being terminated on
the JSE Securities Exchange South Africa ("the JSE"). In terms of the scheme,
Barnex shareholders will receive one JCI ordinary share issued at 65 cents ("JCI
consideration shares") and one convertible redeemable 50% secured debenture in
JCI of 125 cents each ("the JCI consideration debentures").
1.2 The scheme will now proceed in accordance with the timetable set out in 2
below.
2. Salient dates and times
The salient dates and times relating to the above are as follows:
2003
Last day to trade Barnex shares in order to vote
at the scheme meeting (see note 4) Thursday, 4 September
Voting record date Thursday, 11 September
Last day to lodge form of proxy for the scheme
meeting by 10:00 on (see note 2) Friday, 12 September
Scheme meeting to be held at 10:00 Monday, 15 September
Result of the scheme meeting published on SENS Monday, 15 September
Result of the scheme meeting published in the
South African press Tuesday, 16 September
Court hearing at 10:00 or so soon thereafter
as Counsel may be heard, to sanction the scheme Tuesday, 30 September
If the scheme is sanctioned and implemented
Result of the scheme published on SENS Tuesday, 30 September
Result of the scheme published in the South
African press Wednesday, 1 October
Order of Court sanctioning the scheme
registered by the Registrar of Companies Wednesday, 1 October
Last day to trade for shareholders to be
eligible to receive the scheme consideration Friday, 3 October
Suspension of listing of Barnex shares on the
JSE at the commencement of business Monday, 6 October
Listing of JCI consideration shares and
the JCI consideration debentures on the
JSE at the commencement of trading Monday, 6 October
Record date to determine participation in the
scheme consideration by the close of business Friday, 10 October
Operative date of the scheme at the commencement
of trading Monday, 13 October
Scheme consideration certificates posted to
certificated scheme participants
(if documents of title are received on
or prior to the record date) on or,
failing receipt of documents of title on or
before the consideration record date, within
five business days of receipt thereof by the
transfer secretaries, or the United Kingdom
registrars Monday, 13 October
Dematerialised scheme
participants have their safe custody accounts held
at their CSDP or broker updated with the scheme
consideration Monday, 13 October
Termination of listing of Barnex shares on the
JSE at the commencement of trading Tuesday, 14 October
Notes:
1. These dates and times are subject to change. Any such change will be
published in the South African press and on SENS.All times referred to are South
African times.
2. If a form of proxy is not received by the time and date shown above, it may
be handed to the chairman of the scheme meeting by not later than 10 (ten)
minutes before the commencement of the meeting.
3. Barnex share certificates may not be dematerialised or rematerialised after
Friday, 3 October 2003.
4. As Barnex is settling in the STRATE environment, settlement of trades of
Barnex shares takes place five business days after the trade. Therefore, Barnex
shareholders who acquire Barnex shares within four business days before the
record date to vote at the scheme meeting on Thursday, 11 September 2003, will
not be eligible to vote at the scheme meeting.
3. A circular containing full details of the scheme will be posted to
shareholdes on 22 August 2003.
Johannesburg
21 August 2003
Corporate and independent adviser to Barnex
NEWFOUND
Attorneys
TABACKS
Sponsor to JCI and Barnex
SASFIN
CORPORATE FINANCE
Division of the Sasfin Bank Limited
Date: 21/08/2003 08:34:37 AM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
