| Fri 15 Oct 2004, 8:38 | | SALIENT DATES IN RESPECT OF THE PROPOSED SCHEMES |
|
ALLIANCE /THEBE - SALIENT DATES IN RESPECT OF THE PROPOSED SCHEMES OF
ARRANGEMENT
THEBE HEALTH CARE (PROPRIETARY) LIMITED
Incorporated in the Republic of South Africa
Registration number 1994/009657/07
(`THEBE`)
ALLIANCE PHARMACEUTICALS LIMITED
Incorporated in the Republic of South Africa
Registration number 1981/006145/06
Share code ALN and ACN
ISIN Number ZAE000011847 and ZAE000011110
1. Introduction
Holders of ordinary shares and N-ordinary shares (`shareholders`) are referred
to the announcement dated 31 August 2004, which contained details of Thebe`s
firm offer to acquire the entire issued ordinary and N-ordinary share capital of
Alliance, other than the ordinary and N-ordinary shares (`the shares`) held by
Thebe, Unicorde Solutions (Proprietary) Limited (`Unicorde`) and Forim Holdings
Limited (`Forim`).
The offer is being implemented by means of schemes of arrangement (`the
schemes`) as proposed by Thebe, between Alliance and its ordinary and N-ordinary
shareholders respectively, other than Thebe, Unicorde and Forim, in terms of
section 311 of the Companies Act, (Act 61 of 1973), as amended (`the Act`),
whereby Thebe acquires all the shares in Alliance, other than the shares held by
Thebe, Unicorde and Forim, for a consideration of 40 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 schemes) for every share held by a scheme
participant; or, if the schemes do 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 meetings
Shareholders are advised that the High Court of South Africa (`the Court`) has
granted Alliance leave to convene an ordinary scheme meeting and an N-ordinary
scheme meeting (`the scheme meetings`), to be held at 10:20 and 10:40,
respectively, on Monday, 8 November 2004 at 17 Faraday Street, Village Main,
Johannesburg.
3. Conditions precedent
The implementation of the schemes 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
bythe scheme members present and voting either in person or in proxy at eac
the scheme meetings respectively in terms of section 311 of the Act;
3.3 Court sanctioning each of the schemes in terms of the Act;
3.4 certified copies of the Orders of Court sanctioning each of the schemes
being registered by the Registrar of Companies;
3.5 the issue of a certificates to Thebe, signed by any director of Alliance,
stating that all the conditions of the Alliance ordinary and N-ordinary sch
have been fulfilled and that the Alliance ordinary and N-ordinary schemes h
become operative; and
3.6 the issue of a certificate to Thebe, signed by any director of Forim,
stating that all the conditions of the Forim scheme have been fulfilled and that
the Forim scheme has become operative.
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
meetings issued on Tuesday, 12 October
Last day to trade in Alliance shares
on the JSE Securities Exchange South
Africa (`JSE`) in order to be
recorded on the register to vote at
the respective scheme meetings, by
close of trade on the JSE on (refer
note 2 below) Thursday, 28 October
Record date for voting, by close of
trade on the JSE on Thursday, 4 November
Last day to lodge forms of proxy for
both the ordinary scheme and N-
ordinary scheme meetings (refer note
5 below), by 10:20 and 10:40,
respectively, on Friday, 5 November
Ordinary scheme meeting held at 10:20
and the N-ordinary scheme meeting at
10:40 on Monday, 8 November
Results of the scheme meetings and
final consideration published on SENS
on Monday, 8 November
Results of the scheme meetings and
final consideration published in the
press on Tuesday, 9 November
Chairman`s reports lie open for
inspection on Tuesday, 9 November
Court hearing to sanction the schemes
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
Orders of Court sanctioning each of
the schemes 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 Alliance shares
on the JSE in order to be recorded on
the register on the record dates for
each of the schemes on Friday, 19 November
Suspension of the Alliance shares`
listing on the JSE from commencement
of trade on the JSE on Monday, 22 November
Record dates for each of the schemes
on Friday, 26 November
Operative date of each of the schemes Monday, 29 November
on
Consideration will be paid to scheme
participants of each of the schemes
from Monday, 29 November
Termination of the Alliance shares`
listing on the JSE, from commencement
of trade on the JSE on Tuesday, 30 November
Upon the schemes 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 Alliance is settling in the STRATE
environment, settlement for trade takes place five business days after such
trade. Therefore, shareholders who acquire Alliance shares on the JSE after
Thursday, 28 October 2004 will not be eligible to vote at the scheme meetings.
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 meetings 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 Alliance share certificates will
take place after Friday, 19 November 2004.
5. Forms of proxy for each of the scheme meetings may also be handed to the
chairperson of each of the scheme meetings by not later than 10 minutes before
the commencement of each of the relevant meetings.
5. Circulars
Circulars providing full information on each of the schemes and convening the
scheme meetings were posted to Alliance 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 Alliance
Sasfin Corporate Finance, a division of Sasfin Bank Limited
Attorneys to Alliance
Sonnenberg Hoffmann Galombik
Independent adviser to the Alliance board of directors
Grant Thornton Corporate Finance (Proprietary) Limited
Reporting accountants and auditors to Alliance
Grant Thornton Chartered Accountants (SA)
