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PEPKOR - COURT SANCTIONING OF THE SCHEME AND REVISED IMPORTANT DATES AND TIMES
PEPKOR
(Incorporated in the Republic of South Africa)
(Registration number 1965/007765/06)
Ordinary share code: PEP
ISIN: ZAE000005344
("Pepkor" or "the Company")
COURT SANCTIONING OF THE SCHEME AND REVISED IMPORTANT DATES AND TIMES
1. COURT SANCTIONING OF THE SCHEME
1.1 Shareholders are advised that the scheme of arrangement in terms of Section
311 of the Companies Act, 1973 (Act 61 of 1973), as amended ("the Scheme"),
proposed by Castellina Investments (Proprietary) Limited ("Castellina") between
Pepkor and its shareholders, was sanctioned by the High Court of South Africa
(Cape of Good Hope Provincial Division) ("the Court") on Tuesday, 13 January
2004.
1.2 A certified copy of the Order of Court sanctioning the Scheme was lodged
with, and registered by, the South African Registrar of Companies on Thursday,
15 January 2004.
2. SUSPENSIVE CONDITIONS
2.1 The Scheme is subject to the fulfilment of the following outstanding
suspensive conditions by no later than 30 June 2004:
2.1.1 South African Private Equity Fund III LP ("SAPEF") and South African
Private Equity Trust III ("SAPET") both private equity funds under the
management of Brait S.A, collectively, being assured of obtaining not less than
15% of the total issued share capital of Castellina (after taking into account
the Castellina ordinary shares to be issued in terms of the Scheme and the issue
of Castellina ordinary shares to a trust in terms of the new executive share
incentive scheme, provided that this condition shall be deemed to be fulfilled
if SAPEF and SAPET inform Castellina and Pepkor in writing that they waive the
benefits of this condition;
2.1.2 the approval of the Scheme by the Competition Authorities in terms of the
Competition Act (Act 89 of 1998), as amended, either on an unconditional basis
or subject to such conditions as Pepkor, Castellina and the underwriters, being
SAPEF, SAPET and Old Mutual Life Assurance Company (South Africa) Limited, may
approve in writing; and
2.1.3 the approval of the South African Reserve Bank ("SARB").
3. REVISED DATES AND TIMES AND PAYMENT
3.1 Shareholders are advised that the last day for Pepkor ordinary shareholders
to trade prior to the suspension of the listing of the Pepkor ordinary shares on
the JSE Securities Exchange South Africa ("JSE") can only occur once the
Competition Authorities and SARB have approved the Scheme.
As the necessary approvals have not yet been received from the Competition
Authorities and SARB, the dates and times have been amended and is now
anticipated to be as follows:
2004
Last day for Pepkor ordinary shareholders to trade
in order to be recorded in the register of shareholders
or in the sub-registers of Pepkor administered by
Central Securities Depository Participants ("CSDP")
administering relevant sub-registers on the
consideration record date on Friday, 23 January
Suspension of the listing of Pepkor ordinary
shares on the JSE at the commencement of
trade on Monday, 26 January
2004
Consideration record date, being the date which
shareholders must be recorded in the register of
shareholders or in the sub-registers of Pepkor
administered by CSDPs administering relevant
sub-registers in order to be eligible to participate
in the scheme consideration on Friday, 30 January
Posting of the election and surrender circular
containing information pertaining to the election
to be made in respect of the scheme consideration
by Pepkor ordinary shareholders Monday, 2 February
Election period commences on Monday, 2 February
Election Period closes and scheme participants
must have elected to receive either the cash
consideration or the reinvestment alternative
and those elections must be delivered to the
transfer secretaries of Pepkor by 14:30 on Friday, 20 February
Operative date of the Scheme from the
commencement of trading on Monday, 23 February
Termination of Pepkor"s listing on the JSE from
the commencement of trading on Tuesday, 24 February
Notes:
1. The above dates are subject to change. Any changes will be announced on SENS
and in the press. The Scheme will only become operative on the fulfilment of the
suspensive conditions.
2. Share certificates may not be dematerialised or rematerialised from Friday,
23 January 2004.
3.2 The cash consideration will be posted or electronically transferred to
certificated scheme participants who elect or are deemed to have elected to
receive the cash consideration in accordance with the instructions to be
contained in the election and surrender circular,
(if documents of title and duly signed surrender documents have been received)
within five business days of the fulfilment of all the suspensive conditions.
3.3 Certificated scheme participants who elect the Reinvestment Alternative
will, provided that they validly exercise their election and advise Pepkor
thereof in accordance with the instructions to be contained in the election and
surrender circular (and further provided that documents of title and duly signed
surrender documents are received), be issued with Castellina ordinary shares and
credited with loan claims within five business days of the fulfilment of all the
suspensive conditions.
3.4 Dematerialised scheme participants who elect or are deemed to have elected
to receive the cash consideration will, provided they validly exercise their
election and advise Pepkor thereof in accordance with the instructions to be
contained in the election and surrender circular and their CSDPs register
transfer of their scheme shares in favour of Castellina, have the cash
consideration paid to them within five business days of the fulfilment of all
the suspensive conditions.
3.5 Dematerialised scheme participants who elect the reinvestment alternative
will, provided that they validly exercise their election and advise Pepkor
thereof in accordance with the instructions to be contained in the election and
surrender circular and their CSDPs register transfer of their scheme shares in
favour of Castellina, be issued with Castellina ordinary shares and credited
with loan claims within five business days of the fulfillment of all the
suspensive conditions.
Cape Town
15 January 2004
Corporate advisor to Castellina
BRAIT
Corporate advisor to Pepkor
JAVELIN CAPITAL LIMITED
(Registration number 2000/010500/06)
Attorneys to Pepkor
JAN S. DE VILLIERS ATTORNEYS
Auditors and reporting accountants
PricewaterhouseCoopers Inc.
Chartered Accountants (SA)
Registered Accountants & Auditors
(Registration no. 1998/012055/21)
Joint attorneys to Castellina
Read Hope Phillips Attorneys
Joint attorneys to Castellina
MALLINICKS ATTORNEYS
Independent advisor to Pepkor
ABSA
Corporate Finance & Merchant Bank
Transaction and lead sponsor
EXCHANGE SPONSORS
Sponsor to Pepkor
BARNARD JACOBS MELLET
Corporate Finance
Tax advisor
Deloitte & Touche Chartered Accountants (SA)
Registered Accountants and Auditors
Debt financier
OLD MUTUAL
SPECIALISED FINANCE
Date: 15/01/2004 05:15:05 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
