| Thu 18 Dec 2003, 18:30 | | ALIENT DATES IN RESPECT OF THE SCHEME OF ARRANGEME |
|
BARLOWORLD LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1918/000095/06)
(Share code: BAW)
(ISIN: ZAE000026639)
(Barloworld)
AVIS SOUTHERN AFRICA LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1967/010320/06)
(Share code: AVS)
(ISIN: ZAE000013371)
(Avis)
SALIENT DATES IN RESPECT OF THE SCHEME OF ARRANGEMENT PROPOSED BY
BARLOWORLD BETWEEN AVIS AND ITS SHAREHOLDERS
1. INTRODUCTION
Shareholders of Barloworld and Avis are referred to the announcement
dated 20 November 2003, regarding the offer by Barloworld to acquire the
65.3% of the issued share capital of Avis, which Barloworld and its
subsidiaries do not already own, to be implemented by way of a scheme of
arrangement (the scheme) in terms of section 311 of the Companies Act
No. 61 of 1973, as amended, proposed by Barloworld between Avis and its
shareholders, other than Barloworld and its subsidiaries (scheme
members).
This announcement sets out the expected salient dates and times in
relation to the scheme.
2. MEETINGS TO BE HELD
A general meeting of Barloworld ordinary shareholders will be held in order
to obtain approval for the issue of new Barloworld shares pursuant to the
scheme (Barloworld shareholders meeting).
A meeting of scheme members will be held in order to obtain approval for
the scheme (scheme meeting).
3. SALIENT DATES AND TIMES
The expected dates and times in relation to the Barloworld shareholders
meeting are set out below.
2004
Last day to lodge forms of proxy, by 12:30 on Tuesday, 27
January
Barloworld shareholders meeting held at 12:30
or 10 minutes after the conclusion or adjournment
of the annual general meeting of Barloworld convened
for 12:00 noon on the same day, whichever is
the later, on Thursday, 29 January
Results of the Barloworld shareholders
Meeting released on SENS on Thursday, 29 January
Results of the Barloworld shareholders meeting
published in the press on Friday, 30
January
The expected dates and times in relation to the scheme are set out below.
2004
Last day to trade in order to vote at the scheme
meeting on Monday, 19
January
Record date to vote at the scheme meeting at 17:00 on Monday, 26 January
Last day for receipt of proxies for the scheme
meeting by 14:00 on Tuesday, 27 January
Scheme meeting to be held at 14:00 on Thursday, 29 January
Results of the scheme meeting released on SENS on Thursday, 29 January
Results of the scheme meeting published in the
press on Friday, 30 January
The Court hearing to sanction the scheme on Tuesday, 16 March
If the scheme is sanctioned and implemented:
Results of the scheme released on SENS on Tuesday, 16 March
Results of the scheme published in the
press on Wednesday, 17 March
Last day to trade for Avis shareholders to be
eligible to receive the scheme consideration on Thursday, 18 March
Suspension of listing of Avis shares at commencement
of trading on Friday, 19 March
Listing of new Barloworld shares pursuant to the
scheme on Friday, 19 March
Record date (consideration record date) on which
Avis shareholders must be recorded in the register
of members of Avis in order to receive the scheme
consideration (scheme participants) by 17:00 on Friday, 26 March
Operative date of the scheme at the commencement
of trading on Monday, 29 March
Scheme consideration posted to certificated scheme
participants (if documents of title are received
on or prior to the consideration record date) on Monday, 29 March
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.
Dematerialised scheme participants have their
accounts held at their Central Securities Depository
Participant or broker credited with the scheme
consideration on Monday, 29 March
Termination of listing of Avis shares on the JSE
Securities Exchange South Africa (JSE), the
Botswana Stock Exchange and the Namibian Stock
Exchange at the commencement of trading on Tuesday, 30 March
Notes:
1. The above dates and times are subject to change. Any such change will
be released on SENS and published in the press.
2. As Barloworld and Avis are settling in the STRATE environment, settlement
for trade takes place five business days after such trade. Therefore,
should you acquire Barloworld or Avis shares on the JSE after Monday,
19 January 2004, you will not be eligible to vote at the Barloworld
shareholders meeting or the scheme meeting.
3. No dematerialisation or rematerialisation Avis share certificates will take
place after Thursday, 18 March 2004.
4. If a form of proxy for the scheme meeting is not received by the time and
date shown above, it may be handed to the chairperson of the scheme meeting
by not later than 10 minutes before the commencement thereof.
4. DOCUMENTATION
A circular relating to the Barloworld shareholders meeting and containing,
inter alia, a notice of general meeting and a form of proxy, was posted to
Barloworld shareholders today. A circular relating to the scheme and
containing, inter alia, a notice of scheme meeting, a form of proxy and a
form of surrender, was posted to scheme members today.
Sandton
18 December 2003
Merchant bank and financial adviser to Barloworld:
Standard Corporate and Merchant Bank
(A division of The Standard Bank of South Africa Limited)
(Registration number 1962/000738/06)
Independent financial adviser and sponsor to Avis:
Rand Merchant Bank
(A division of FirstRand Bank Limited)
Corporate Finance
Joint financial adviser and sponsor to Barloworld:
Cazenove South Africa (Pty) Limited
Legal advisers to Barloworld:
Bowman Gilfillan
(Registration number 1998/021409/21)
Legal advisers to Avis:
Hofmeyr Herbstein & Gihwala Inc.
(Registration number 1997/001523/21)
Auditors and reporting accountants to Barloworld:
Deloitte & Touche
Chartered Accountants (SA)
Registered Accountants and Auditors
Auditors and reporting accountants to Avis:
PricewaterhouseCoopers Inc.
Chartered Accountants (SA)
Registered Accountants & Auditors
Date: 18/12/2003 05:54:05 PM Produced by the JSE SENS
