| Thu 14 Oct 2004, 10:21 | | SABMILLER/ ABI - SALIENT DATES IN RESPECT OF THE P |
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SABMILLER/ ABI - SALIENT DATES IN RESPECT OF THE PROPOSED SCHEME OF ARRANGEMENT
SABMILLER plc
(Incorporated in the England and Wales)
(Registration number 3528416)
Share code: SAB
ISIN: GB0004835483
(`SABMiller`)
AMALGAMATED BEVERAGE INDUSTRIES LIMITED
Incorporated in the Republic of South Africa)
(Registration number 1970/006820/06)
Share code: ABI
ISIN: ZAE000000048
(`ABI`)
Not for release, publication or distribution, in whole or in part, in, into or
from the United States, Canada, Australia or Japan
SALIENT DATES IN RESPECT OF THE PROPOSED SCHEME OF ARRANGEMENT
1. Introduction
Shareholders are referred to the announcement dated 22 September 2004 (`the
Terms Announcement`), which contained details of Other Beverage Interests
(Proprietary) Limited`s (`OBI`) (an indirect wholly-owned subsidiary of
SABMiller) intention to propose a scheme of arrangement (`scheme`) in terms of
section 311 of the Companies Act, 1973 (Act 61 of 1973), as amended (`the
Companies Act`), between ABI and its shareholders other than ABI Holding Company
(Proprietary) Limited (`ABI Holdco`), pursuant to which OBI is to acquire all
the shares held by such shareholders for a cash consideration of R91.00 per
share.
SABMiller reserves the right to implement the acquisition of the ABI shares by
other appropriate means should any of the conditions precedent to which the
scheme is subject not be fulfilled.
This announcement contains the expected salient dates and times in relation to
the scheme.
2. Scheme Meeting
Shareholders are advised that in terms of an Order of Court dated 12 October
2004, the High Court of South Africa has granted ABI leave to convene a scheme
meeting, to be held at 14:00 on Tuesday, 9 November 2004, at ABI House, 14
Pongola Crescent, Eastgate Extension 17, Sandton, 2199.
3. Salient dates and times
The expected dates and times pertaining to the scheme are set out below:
2004
Scheme circular posted Thursday, 14 October
Last day for ABI shareholders to trade their ABI
shares on the JSE in order to be recorded in the
share registers to vote at the scheme meeting,
by close of trade on the JSE on (refer note 2
below) Thursday, 28 October
Record date to be able to vote at the scheme
meeting by 17:00 on Thursday, 4 November
Last day to lodge form of proxy for the scheme
meeting by 14:00 on Friday, 5 November
Scheme meeting to be held at 14:00 on Tuesday, 9 November
Results of the scheme meeting to be announced on
SENS on Tuesday, 9 November
Results of the scheme meeting to be published in
the South African press on Wednesday, 10 November
Court hearing at 10:00 (or as soon as possible
thereafter as Counsel may be heard) on Tuesday, 23 November
Results of Court sanctioning the scheme
announced on SENS on Tuesday, 23 November
Results of Court sanctioning the scheme
published in the South African press on Wednesday, 24 November
If the scheme is sanctioned and implemented:
Order of Court sanctioning the scheme to be
registered by the Registrar of Companies on or
about Friday, 26 November
Registration of Order of Court sanctioning the
scheme to be announced on SENS on Wednesday, 1 December
Last day to trade in ABI shares on the JSE in
order to be recorded in the register on the
record date for the scheme on Friday, 3 December
Suspension of the listing of ABI shares on the
JSE at the commencement of trade on the JSE on Monday, 6 December
Record date for the scheme on which shareholders
must be recorded in the register to receive the
scheme consideration by close of business on Friday, 10 December
Operative date of the scheme from commencement
of trade on the JSE on Monday, 13 December
Consideration will be made available to scheme
participants from Monday, 13 December
Termination of the listing of ABI shares on the
JSE at the commencement of trade on the JSE on Tuesday, 14 December
Notes:
1. Any variation of the above dates and times, as may be approved by the
Securities Regulation Panel (`SRP`), the JSE Securities Exchange South
Africa (`JSE`) and/or the Court, will be released on SENS and published in
the South African press.
2. Shareholders should note that, as trade in ABI shares on the JSE is settled
through STRATE, settlement for trade takes place five business days after
such trade. Therefore, shareholders who acquire ABI shares on the JSE after
Thursday, 28 October 2004 will not be eligible to vote at the scheme
meeting.
3. Dematerialised scheme members, other than own name dematerialised scheme
members, must provide their Central Securities Depository Participant
(`CSDP`) or broker with their instructions for voting at the scheme meeting
by the cut-off time and date advised by their CSDP or broker for
instructions of this nature.
4. No dematerialisation or rematerialisation of ABI shares will take place
after Friday, 3 December 2004.
4. Circular
A circular, which has been approved by the SRP and the JSE, providing full
information on the scheme and incorporating a notice in respect of the scheme
meeting will be posted to ABI shareholders today. Copies of the circular may be
obtained during normal business hours from ABI House, 14 Pongola Crescent,
Eastgate, Extension 17, Sandton, 2199.
Sandton
14 October 2004
Investment bank to OBI and SABMiller
Nedbank Capital, a division of Nedbank Limited
Sponsor to SABMiller and ABI
Cazenove (South Africa) (Proprietary) Limited
Attorneys to OBI and SABMiller
Werksmans Inc. Barkers Inc.
Tax advisers to OBI and SABMiller
Webber Wentzel Bowens
Investment bank and independent adviser to ABI
Standard Bank
Attorneys to ABI
Routledge Modise Moss Morris
Reporting accountants and auditors to ABI
Ernst & Young
This announcement does not constitute an offer to sell or issue, or the
solicitation of an offer to purchase or subscribe for, any shares or other
securities or a solicitation of any vote or approval in any jurisdiction in
which such offer or solicitation would be unlawful.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in any such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about, and observe, such restrictions. Any failure to
comply with the applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction.
Date: 14/10/2004 08:55:06 AM
Produced by the JSE SENS Department
