| Tue 26 Oct 2004, 12:15 | | GRANT OF AN ORDER BY THE CANADIAN COURT |
|
COPI - ANNOUNCEMENT REGARDING THE GRANT OF AN ORDER BY THE CANADIAN COURT
CANADIAN OVERSEAS PACKAGING INDUSTRIES LIMITED
(Incorporated in Canada)
JSE share code: CAN
ISIN: CA13642P1018
(`COPI`)
ANNOUNCEMENT REGARDING THE GRANT OF AN ORDER BY THE CANADIAN COURT FOR THE
CONVENING OF A SPECIAL GENERAL MEETING OF THE SHAREHOLDERS OF COPI IN RELATION
TO COPI`S PROPOSED PLAN OF ARRANGEMENT AND THE IMPORTANT DATES AND TIMES
RELATING TO THE PLAN OF ARRANGEMENT
1. PLAN OF ARRANGEMENT
1.1 On Monday, 11 October 2004 the Board of Directors of COPI announced
that COPI would apply to the Court of Queen`s Bench of New Brunswick,
Canada (the `Court`) for an order (`Interim Order`) to convene a
special general meeting of the shareholders (the `Meeting`) to
consider and vote on the Plan of Arrangement to be proposed by COPI to
its shareholders. In terms of the Plan of Arrangement, COPI will
acquire all of the common shares held by its minority shareholders
(being all shareholders other than members of the Kalmanson family and
their related parties) for a price of Cdn$ 19.50 per common share
(`the Acquisition Price`).
1.2 The Court granted the Interim Order on Monday, 25 October 2004.
Pursuant to the Interim Order, the Meeting will be held on Tuesday, 30
November 2004 at 11:30 a.m (Montreal time), at Suite 4000, 1 Place
Ville-Marie, Montreal, Quebec, Canada H3B 4M4.
1.3 As previously advised, KPMG Corporate Finance, a division of KPMG LLP
(`KPMG Corporate Finance`), was appointed as the independent financial
advisor, and for the purposes of the JSE Securities Exchange South
Africa as the independent financial expert, to COPI to provide an
opinion on whether the terms of the Plan of Arrangement are fair and
reasonable to minority shareholders (`Fair and Reasonable Opinion`).
KPMG Corporate Finance has now issued its Fair and Reasonable Opinion,
dated 14 October 2004, which concludes that based upon and subject to
the assumptions and qualifications contained in the full text of its
opinion, KPMG Corporate Finance considers that the terms of the Plan
of Arrangement, as set out in the circular to shareholders in Canadian
dollars and on the conversion thereof to South African Rands, are fair
and reasonable to the minority shareholders of COPI.
1.4 A circular containing full details of the Plan of Arrangement, the
full text of KPMG Corporate Finance`s Fair and Reasonable Opinion and
a notice convening the Meeting will be posted to COPI shareholders
from Montreal, Canada on Friday, 29 October 2004.
2. IMPORTANT DATES AND TIMES
Last day to trade COPI dematerialised shares in order to be
registered as a shareholder on the voting record date
for the Meeting Thursday, 18 November 2004
Voting record date in order to be able to vote
at the Meeting Thursday, 25 November 2004
Last day to lodge proxies for the Meeting with the
Share Registrar or Branch Transfer Secretaries
(by 10:00 a.m) Friday, 26 November 2004
Meeting to be held at 11:30 a.m. in Montreal Tuesday, 30 November 2004
Results of Meeting and finalisation details
published on SENS (JSE) and Regulatory
Information Service (LSE) Wednesday, 1 December 2004
Results of Meeting and finalisation details
published in the South African press Thursday, 2 December 2004
Court hearing to consider and grant final order
Sanctioning the Plan of Arrangement Tuesday, 7 December 2004
Announcement of results of Court hearing to
sanction the Plan of Arrangement published on
SENS (JSE) and Regulatory Information
Service (LSE) Wednesday, 8 December 2004
If the Court grants the final order sanctioning
the Plan of Arrangement and the Director issues
the Certificate of Arrangement:
Expected last day to trade (in order to qualify as a Plan
Participant on the Participation Record Date) Thursday, 9 December 2004
Expected date of suspension of listing of COPI
shares at commencement of trading on
JSE and LSE respectively Friday, 10 December 2004
Expected record date for the Plan of Arrangement
to determine participation in the
Plan of Arrangement Friday, 17 December 2004
Expected operative date for the Plan of Arrangement,
from commencement of business Monday, 20 December 2004
Dematerialised Plan Participants have their
accounts held at their CSDP or broker credited
with the Acquisition Price, expected on Monday, 20 December 2004
Payment posted to Certificated Plan Participants
(if documents of title are received on or prior
to the record date (or within 5 business days
of receipt of the documents of title) Monday, 20 December 2004
Expected date of de-listing of COPI shares from
JSE and LSE, from commencement of business Tuesday, 21 December 2004
Notes:
1. These dates and times are subject to change. In particular they may change
due to delays beyond COPI`s control. Any such change will be published on
SENS and on an RIS and in the South African press, if required.
2. Any reference to time is a reference to the time in Montreal, Canada,
unless otherwise specified.
3. If a form of proxy is not received by the time and date shown above, it
may be handed to the Corporate Secretary up to 10 minutes before the
commencement of the Meeting or any adjournment thereof.
4. Shareholders should note that share trade settlement through STRATE takes
place 5 (five) business days after a trade. Therefore shareholders who
acquire Shares after Thursday, 18 November 2004 will not be eligible to
vote at the Meeting.
3. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
As all outstanding information relating to the Plan of Arrangement has now
been published, caution is no longer required to be exercised by
shareholders when dealing in their COPI shares.
26 October 2004
Montreal, Canada
JSE sponsor
Rand Merchant Bank
Corporate Finance
A Division of FirstRand Bank Limited
Corporate advisors
Maitland
Independent financial advisor
KPMG
Canadian legal advisors
Lavery, De Billy
Patterson Palmer
South African legal advisors
Webber Wentzel Bowens
Date: 26/10/2004 11:00:14 AM
Produced by the JSE SENS Department
