| Wed 14 Jan 2004, 14:01 | | SALIENT DATES IN RESPECT OF THE SCHEME OF ARRANGEM |
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BARLOWORLD/AVIS - SALIENT DATES IN RESPECT OF THE SCHEME OF ARRANGEMENT PROPOSED
BY BARLOWORLD BETWEEN AVIS AND ITS SHAREHOLDERS
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 previous announcements
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 serves as a reminder of 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 Thursday, 18 March
eligible to receive the scheme consideration on
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 Friday, 26 March
of members of Avis in order to receive the scheme
consideration ("scheme participants") by 17:00 on
Operative date of the scheme at the commencement of
trading on Monday, 29 March
Scheme consideration posted to certificated scheme Monday, 29 March
participants (if documents of title are received on
or prior to the consideration 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
Dematerialised scheme participants have their
accounts held at their Central Securities Monday, 29 March
Depository Participant or broker credited with the
scheme consideration on
Termination of listing of Avis" shares on the JSE
Securities Exchange South Africa ("JSE"), the Tuesday, 30 March
Botswana Stock Exchange and the Namibian Stock
Exchange at the commencement of trading on
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 Avis trades settle through STRATE, settlement for such trades takes place
five business days after trade date. Therefore, should you acquire Avis shares
after Monday, 19 January 2004, you will not be eligible to vote at the scheme
meeting.
3. No dematerialisation or rematerialisation of 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 meeting by not
later than 10 minutes before the commencement thereof.
4. DOCUMENTATION
A circular containing further information 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 on 18 December 2003.
A circular providing further information 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 on 18 December 2003.
Sandton
14 January 2004
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 merchant bank 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: 14/01/2004 01:26:07 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
