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IST Group Limited - Salient Dates In Respect Of The Scheme Of Arrangement
IST GROUP LIMITED ETHOS PRIVATE EQUITY
(Incorporated in the Republic
of South Africa)
(Registration number
1998/011521/06)
Share code: IST
ISIN: ZAE000015798
(`IST`)
SALIENT DATES IN RESPECT OF THE SCHEME OF ARRANGEMENT
1 Introduction
In an announcement published on 29 July 2004, shareholders were advised that a
consortium represented by Ethos Private Equity Limited intended to make an offer
to acquire all the shares in IST. The offer is being implemented by means of a
scheme of arrangement. Should the scheme be implemented, IST shareholders will
receive R1.80 in cash per IST share held and IST`s listing on the JSE will then
be terminated.
A circular setting out the terms of the scheme and convening a meeting of scheme
members will be posted to IST shareholders on 19 August 2004.
2 Important dates and times
2004
Last day to trade in order
to vote at the scheme
meeting on Thursday 2 September
Record date to vote at the
scheme meeting at 17:00 on Thursday 9 September
Last day for receipt of
proxies for the scheme
meeting by 10:00 on Friday 10 September
Scheme meeting to be held
at 10:00 on Monday 13 September
Results of the meeting
published on SENS on Monday 13 September
Results of the meeting
published in the press
on or about Tuesday 14 September
Results of the meeting
published on SENS and
in the press on or about Tuesday 14 September
Report of chairman of the
scheme meeting available for
inspection on Tuesday 14 September
Court hearing to sanction
the scheme on Tuesday 21 September
Announcement of Court
sanction of the scheme
published on SENS on Tuesday 21 September
Announcement of Court
sanction of the scheme
published in the press on
or about Wednesday 22 September
If the scheme is sanctioned and all conditions precedent
fulfilled:
Last day to trade for
shareholders to be eligible
to receive the scheme
consideration on Thursday 23 September
Suspension of listing of
IST shares at commencement
of trading on Monday 27 September
Record date on which
shareholders must be
recorded in the register
of members of IST in order
to receive the scheme
consideration by 17:00 on Friday 1 October
Operative date of the scheme
at the commencement of
trading on Monday 4 October
Scheme consideration posted
to certificated scheme
participants (if documents
of title are received on or
prior to the consideration
record date) on or about Monday 4 October
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 CSDP
or broker credited with
the scheme consideration on Monday 4 October
Termination of listing of
IST`s shares on the JSE at
the commencement of
trading on Tuesday 5 October
Notes:
1 These dates and times are subject to change. In particular they may change
due to delays beyond the control of the offeror and IST in obtaining the
approval of the South African competition authorities. Any such change will be
published on SENS and in the press. Any reference to time is a reference to
South African time.
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 up to 10 minutes before the
commencement of the scheme meeting.
3 Shareholders should note that as IST is settling through STRATE, settlement
for trade takes place 5 (five) business days after such trade. Therefore
shareholders who acquire IST shares after Thursday 2 September 2004 will not be
eligible to vote at the scheme meeting.
4 No dematerialisation or rematerialisation of IST shares may take place after
Thursday 23 September 2004.
Pretoria
18 August 2004
Merchant bank and transactional sponsor
RAND MERCHANT BANK
A division of FirstRand Bank Limited
Corporate Finance
Attorneys
Webber Wentzel Bowens
Sole arranger
Barclays
BEE adviser to the Consortium
Matumi
Technology adviser to the Consortium
Ethos Technology
Independent adviser
Deloitte
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