| Thu 23 Sep 2004, 8:30 | | IMPLEMENTATION OF SCHEME OF ARRANGEMENT |
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ADMIRAL LEISURE WORLD LIMITED - IMPLEMENTATION OF SCHEME OF ARRANGEMENT
ADMIRAL LEISURE WORLD LIMITED
(`ADMIRAL`)
(Incorporated in the Republic of South Africa)
JSE code: ADL ISIN: ZAE000010229
(Registration number 1983/011493/06)
(`Admiral` or `the company`)
IMPLEMENTATION OF SCHEME OF ARRANGEMENT
1. Introduction
Shareholders are advised that:
* The scheme of arrangement in terms of section 311 of the Companies
Act, 1973 (Act 61 of 1973), as amended, proposed by Austrian Gaming
Industries GmbH, a company incorporated in Austria (`AGI`), between
Admiral and its shareholders, apart from AGI and senior management
(`the scheme members`), to acquire all of the shares held by the
scheme members was sanctioned by the High Court of South Africa
(Transvaal Provincial Division) on Tuesday, 21 September 2004.
* The Order of Court (`the Order`) sanctioning the scheme was lodged
with the Registrar of Companies on Tuesday, 21 September 2004 and
registered on Wednesday, 22 September 2004.
* Accordingly, the last of the conditions precedent has been fulfilled
and the scheme will become operative at commencement of trading on
Monday, 4 October 2004.
2. Action required by certificated scheme members
Scheme members who hold Admiral shares in certificated form and who have
not yet surrendered their documents of title in respect of their scheme
shares, will be required to surrender such documents of title in order to
claim the scheme consideration of 32 (thirty two) cents per Admiral share.
A form of acceptance, surrender and transfer was included in the circular
to Admiral shareholders which was posted on Thursday, 19 August 2004.
3. Suspension and termination of listing and other salient dates
2004
* Last day to trade for shareholders to be Thursday, 23 September
eligible to receive the scheme consideration on
* Suspension of listing of Admiral shares at Monday, 27 September
commencement of trading on
* Record date on which shareholders must be Friday, 1 October
recorded in the register in order to receive the
scheme consideration by close of trading on
* Operative date and scheme consideration posted Monday, 4 October
to certificated scheme participants (if documents
of title are received on or prior to the record
date)
or,
failing receipt of documents of title on or
before the record date, within five business days
of receipt thereof by the transfer secretaries on
* Dematerialised scheme participants have their Monday, 4 October
accounts held at their CSDP or broker credited
with the scheme consideration on
* Termination of listing of the Admiral shares on Tuesday, 5 October
the JSE Securities Exchange South Africa at the
commencement of trade on
Note:
No dematerialisation or rematerialisation of Admiral share
certificates may take place after Thursday, 23 September 2004.
Johannesburg
22 September 2004
Sponsor Attorneys
GRANT THORNTON CORPORATE FINANCE FLUXMANS INC.
(PROPRIETARY) LIMITED
Reporting accountants and
auditors
PAPILSKY HURWITZ
Date: 23/09/2004 07:52:13 AM Produced by the JSE SENS Department
