| Wed 23 Jun 2004, 17:46 | | Proposed Scheme Of Arrangement |
|
Putco Limited - Salient Dates Of Proposed Scheme Of Arrangement
Release Date: 23/06/2004 17:15:01 Code(s): PTC
PUTCO LIMITED - SALIENT DATES OF PROPOSED SCHEME OF ARRANGEMENT
Putco Limited
(Incorporated in the Republic of South Africa)
(Registration number 1945/018672/06)
JSE Share code: PTC
ISIN: ZAE000005716
(`Putco` or `the Company`)
SALIENT DATES OF PROPOSED SCHEME OF ARRANGEMENT
1. Introduction
Shareholders are referred to the Putco announcement dated 11 June 2004
(`the Terms Announcement`), which contained details of Putco`s intention to
propose a scheme of arrangement (`the scheme`) in terms of Section 311 of
the Companies Act, 1973 (Act No. 61 of 1973), as amended (`the Companies
Act`) between Putco and its shareholders, other than Lexshell 603
Investments (Proprietary) Limited, pursuant to which Putco is to acquire in
terms of Section 85 of the Companies Act, as a specific repurchase of
shares, all of the shares held by such shareholders.
2. Scheme Meeting
Shareholders are advised that the High Court of South Africa has granted
Putco leave to convene a scheme meeting, to be held at 11:30 (or so soon
thereafter as the general meeting of Putco convened to be held at 11:00
shall have been concluded) on Tuesday, 20 July 2004 in the board room of
Putco`s head office, situated at Mimosa Park, 5 Mimosa Way, Gallo Manor,
Sandton.
3. Important Dates And Times
The expected dates and times pertaining to the scheme are set out below. In
the event of a change, an appropriate announcement will be made on the
Securities Exchange News Service (`SENS`) and in the press.
2004
Scheme circular posted Friday, 25 June
Notice of scheme meeting published in the press on Friday, 25 June
Election period commences on Friday, 25 June
Last day for Putco shareholders to trade their
Putco shares to be recorded in the share registers
on the voting record date on Friday, 9 July
Record date to be able to vote at the scheme
meeting - by 17:00 on Friday, 16 July
Last day to lodge forms of proxy for the general
meeting - by 11:00 on Monday, 19 July
Last day to lodge forms of proxy for the scheme
meeting - by 11:30 on Monday, 19 July
General meeting to be held at 11:00 on Tuesday, 20 July
Scheme meeting to be held at 11:30 (or so soon
thereafter as the general meeting is concluded
or adjourned) on Tuesday, 20 July
Results of the general and scheme meetings
announced on SENS on Tuesday, 20 July
Results of the general and scheme meetings
announced in the press on Wednesday, 21 July
Court hearing, at 10:00 or as soon thereafter
as Counsel may be heard, to sanction the scheme on Tuesday, 27 July
Results of the Court sanctioning the scheme
announced on SENS on Tuesday, 27 July
Results of the Court sanctioning the scheme
announced in the press on Wednesday, 28 July
If the scheme is sanctioned and implemented,
the Order of Court sanctioning the scheme will
be registered at the Registrar of Companies on Thursday, 29 July
Last day to trade to be recorded in the Putco
share registers on the consideration record
date Thursday, 5 August
Suspension of the listing of Putco shares on
the JSE Securities Exchange South Africa (`JSE`)
at the commencement of trade on Friday, 6 August
Consideration record date to be eligible to
participate in the scheme consideration Friday, 13
August
Election period closes, therefore, election and
surrender form must be delivered to the transfer
secretaries of Putco by 12:00 on Friday, 13 August
Operative date of the scheme from the commencement
of trading on (see note 2 below) Monday, 16 August
Results of scheme election offer announced on
SENS on Monday, 16 August
Delisting of Putco`s shares on the JSE from
the commencement of trading on Tuesday, 17 August
Notes:
1. Share certificates may not be dematerialised or rematerialised after
Thursday, 5 August 2004.
2. Putco shareholders will receive either the cash consideration or the
consideration under the reinvestment alternative, within five business
days of the consideration record date, provided that they validly
exercise their election and, where applicable, provided that their
documents of title (for their Putco shares) have been received by the
transfer secretaries of Putco.
3. Dematerialised Putco shareholders must instruct their Central
Securities Depository Participant (`CSDP`) or broker of their
election. If their CSDP or broker does not obtain contrary
instructions, the CSDP or broker will be obliged to act in terms of
the custody agreement concluded between them.
4. Suspensive Conditions
As advised in the Terms Announcement (referred to earlier herein), the
scheme is conditional upon the fulfilment of certain suspensive conditions
by not later than 31 October 2004.
5. Documentation
A circular which has been approved by the JSE and Securities Regulation
Panel providing full information on the scheme and incorporating a notice
in respect of that scheme meeting will be posted to Putco shareholders on
25 June 2004.
Sandton
23 June 2004
Corporate advisor to Putco
EY Corporate Finance (Proprietary) Limited
Attorneys to Putco
Werksmans Inc
Sponsor to Putco
Ernst & Young Sponsors (Proprietary) Limited
