| Fri 15 Oct 2004, 8:29 | | SALIENT DATES IN RESPECT OF THE PROPOSED SCHEME O |
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FORIM/ THEBE - SALIENT DATES IN RESPECT OF THE PROPOSED SCHEME OF ARRANGEMENT
Forim Holdings Limited
Incorporated in the Republic of South Africa
Registration number 1986/004111/06
Share code FOM
ISIN Number ZAE000002689
(`Forim`)
Thebe Health Care (Proprietary) Limited
Incorporated in the Republic of South Africa
Registration number 1994/009657/07
(`Thebe`)
SALIENT DATES IN RESPECT OF THE PROPOSED SCHEME OF ARRANGEMENT
1. Introduction
Shareholders are referred to the announcement dated 31 August 2004, which
contained details of Thebe`s firm offer to acquire the entire issued share
capital of Forim, other than the ordinary shares held by Unicorde Solutions
(Proprietary) Limited (`Unicorde`).
The offer is being implemented by means of a scheme of arrangement (`the
scheme`) as proposed by Thebe, between Forim and its shareholders, other than
Unicorde, in terms of section 311 of the Companies Act, (Act 61 of 1973), as
amended (`the Act`), whereby Thebe acquires all the ordinary shares in Forim,
other than the ordinary shares held by Unicorde, for a consideration of 68 cents
(plus interest at a rate of 7,5% per annum compounded monthly in arrear, from
Friday, 27 August 2004 to the operative date of the scheme) for every ordinary
share held by a scheme participant; or, if the scheme does not become operative,
a substitute offer. Should a substitute offer be made, an announcement to the
effect will be made in due course.
2. Scheme meeting
Shareholders are advised that the High Court of South Africa (`the Court`) has
granted Forim leave to convene a scheme meeting, to be held at 10:00 on Monday,
8 November 2004 at 17 Faraday Street, Village Main, Johannesburg.
3. Conditions precedent
The implementation of the scheme is subject to fulfilment of the following
conditions precedent, which conditions shall be fulfilled by no later than
Thursday, 25 November 2004:
3.1 the approvals of the transaction by all regulatory authorities if and to
the extent necessary, including the Competition Commission;
3.2 the acceptance by not less than three-fourths of the votes exercisable by
the scheme members present and voting either in person or in proxy at a mee
of scheme members in terms of section 311 of the Act;
3.3 the Court sanctioning the scheme in terms of the Act;
3.4 certified copy of the Order of Court sanctioning the scheme being
registered by the Registrar of Companies; and
3.5 the delivery to Thebe of a certificate signed by any director of Alliance
Pharmaceuticals Limited (`Alliance`) stating that all the conditions of the
schemes of arrangement in respect of the Alliance ordinary shares and N-ordinary
shares have been fulfilled.
An announcement will be released on SENS and published in the press upon
fulfilment or non-fulfilment of the conditions precedent, as the case may be.
4. Important dates and times
2004
Order of Court convening the scheme Tuesday, 12 October
meeting issued on
Last day to trade in Forim shares on
the JSE Securities Exchange South
Africa (`JSE`) in order to be
recorded on the register to vote at
the scheme meeting, by close of trade Thursday, 28 October
on the JSE on (refer note 2 below)
Record date for voting, by close of Thursday, 4 November
trade on the JSE on
Last day to lodge forms of proxy for
the scheme meeting (refer note 5
below), by 10:00 on Friday, 5 November
Scheme meeting held at 10:00 on Monday, 8 November
Results of the scheme meeting and
final consideration published on SENS
on Monday, 8 November
Results of the scheme meeting and
final price published in the press on Tuesday, 9 November
Chairman`s report lies open for
inspection on Tuesday, 9 November
Court hearing to sanction the scheme
expected at 10:00 or as soon
thereafter as Counsel may be heard on Tuesday, 16 November
Results of the Court hearing
published on SENS on Tuesday, 16 November
Results of the Court hearing
published in the press on Wednesday, 17 November
Order of Court sanctioning the scheme
registered by the Registrar on or
about Wednesday, 17 November
To the extent that the conditions
precedent are not fulfilled by
Wednesday, 17 November 2004, the
dates set out below will be delayed
accordingly and any such changes will
be announced on SENS and published in
the press.
Last day to trade in Forim shares on
the JSE in order to be recorded on
the register on the record date for
the scheme on Friday, 19 November
Suspension of Forim`s listing on the
JSE from commencement of trade on the
JSE on Monday, 22 November
Record date for the scheme on Friday, 26 November
Operative date of the scheme on Monday, 29 November
Consideration will be paid to scheme
participants from Monday, 29 November
Termination of Forim`s listing on the
JSE, from commencement of trade on
the JSE on Tuesday, 30 November
Upon the scheme becoming operative, dematerialised scheme participants
will have their shareholdings transferred and the consideration
credited to them in terms of the custody agreement entered into between
such scheme participants and their Central Securities Depository
Participant (`CSDP`) or broker. The consideration is expected to be
paid to the accounts of the shareholders at their CSDP or broker on
Monday, 29 November 2004. Certificated scheme participants who have
not surrendered their document(s) of title on/or before Friday, 26
November 2004 will receive the consideration within five business days
of receipt of such document(s) of title by Computershare Investor
Services 2004 (Proprietary) Limited.
Notes:
1. Any variation of the above dates and times, approved as necessary by the JSE,
Securities Regulation Panel and/or the Court, will be released on SENS and
published in the press.
2. Shareholders should note that, as Forim is settling in the STRATE
environment, settlement for trade takes place five business days after such
trade. Therefore, shareholders who acquire Forim 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 CSDP or broker with their instructions for
attendance or voting at the scheme meeting in the manner stipulated in the
custody agreement governing the relationship between such shareholders and the
CSDP or broker. These instructions must be provided to the CSDP or broker by the
cut-off time and date advised by the CSDP or broker for instructions of this
nature.
4. No dematerialisation or rematerialisation of Forim share certificates will
take place after Friday, 19 November 2004.
5. Forms of proxy for the scheme meeting may also be handed to the chairperson
of the scheme meeting by not later than 10 minutes before the commencement of
the meeting.
5. Circular
A circular providing full information on the scheme and convening a meeting of
scheme members was posted to Forim shareholders on Thursday, 14 October 2004.
Johannesburg
15 October 2004
Corporate adviser and investment bank to Thebe
Nedbank Capital, a division of Nedbank Limited
Legal adviser to Thebe
Bell Dewar & Hall
Sponsor to Forim
Sasfin Corporate Finance, a division of Sasfin Bank Limited
Attorneys to Forim
Sonnenberg Hoffmann Galombik
Independent adviser to the Forim board of directors
Grant Thornton Corporate Finance (Proprietary) Limited
Reporting accountants and auditors to Forim
Grant Thornton Chartered Accountants (SA)
