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RAND LEASES PROPERTIES LIMITED - SALIENT DATES OF SCHEME OF ARRANGEMENT
RAND LEASES PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1978/000870/06)
Share code:RPR
ISIN: ZAE000028254
("Rand Leases")
JCI Limited - SALIENT DATES OF SCHEME OF ARRANGEMENT
JCI Limited
(Incorporated in the Republic of South Africa)
(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, ("the scheme") between
Rand Leases and the holders of linked units in Rand Leases ("linked
unitholders") (other than JCI) ("the scheme members") which, if
implemented, will result in Rand Leases becoming a wholly-owned subsidiary
of JCI and the listing of Rand Leases on the JSE Securities Exchange South
Africa ("the JSE") being terminated. In terms of the scheme, Rand Leases
linked unitholders will receive 150 JCI ordinary shares issued at 72 cents
per share for every 100 Rand Leases linked units held.
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: 2004
Last day to trade Rand Leases linked units in order to vote at the scheme
meeting (see note 4) Friday, 9
January
Voting record date: Friday, 16 January
Last day to lodge form of proxy for the scheme
meeting by 10:00 (see note 2): Monday, 19 January
Scheme meeting to be held at 10:00: Wednesday, 21
January
Result of the scheme meeting published on SENS: Wednesday, 21
January
Result of the scheme meeting published in the press: Thursday, 22 January
Court hearing at 10:00 to sanction the scheme: Tuesday, 3 February
If the scheme is sanctioned and implemented (see note 1)
Result of the Court sanctioning of the scheme published
on SENS Tuesday 3 February
Result of the Court sanctioning of the scheme
published in the press Wednesday, 4February
Order of Court sanctioning the scheme registered
by the Registrar of Companies: Wednesday, 4 February
Last day to trade for linked unitholders to
be eligible to receive the scheme consideration Friday, 6 February
Suspension of the listing of Rand Leases on the
JSE at the commencement of trading: Monday, 9 February
Listing of JCI consideration shares on the JSE at
the commencement of trading Monday, 9 February
Record date to determine participation in the
scheme consideration by the close of trading: Friday, 13 February
Operative date of the scheme at the commencement
of trading: Monday,16 February
Scheme consideration certificates posted to:
.certificated scheme participants
if documents of title are received on or
prior to the record date (or failing
receipt of documents of title on or before
the consideration record date,
no later than five business days of receipt
thereof by the transfer secretaries): Monday, 16 February
Dematerialised scheme participants have their
safe custody accounts held at their CSDP or
broker updated with the scheme consideration: Monday, 16 February
Termination of the listing of Rand Leases on
the JSE at the commencement of trading: Tuesday, 17 February
Notes:
1 All dates and times relating to the implementation of the scheme are
subject to the conditions precedent being fulfilled on or before Thursday,
5 February 2004. Should there be a delay in the fulfilment thereof, the
dates and times subsequent to Thursday, 5 February 2004, applicable to the
implementation of the scheme, will change. Any such change will be
published in the press and on SENS.
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
minutes before the commencement of the scheme meeting.
3 Linked unit certificates may not be dematerialised or rematerialised after
Friday, 6 February 2004 and, if the scheme fails, between Monday, 23
February 2004 and Friday, 27 February 2004.
4 As Rand Leases is settling in the STRATE environment, settlement of
trades of Rand Leases linked units takes place five business days after the
trade. Therefore, Rand Leases linked unitholders who acquire Rand Leases
linked units within four business days before the record date to vote at
the scheme meeting on Friday, 16 January 2004, will not be eligible to vote
at the scheme meeting.
Johannesburg
11 December 2003
Corporate and independent adviser to Rand Leases
Newfound
Sponsor to Rand Leases
PSG Capital
Sponsor to JCI
SASFIN
Corporate Finance
A Division of Sasfin Bank Limited
Corporate law advisers to Rand Leases
TABACKS
Reporting accountants and auditors to Rand Leases
Charles Orbach & Company
