| Wed 3 Nov 2004, 17:33 | | SALIENT DATES ANNOUNCEMENT |
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JIGSAW/ REVESCO - SALIENT DATES ANNOUNCEMENT
JIGSAW HOLDINGS LIMITED REVESCO HOLDINGS
(Incorporated in the Republic (PROPRIETARY) LIMITED
of South Africa) (Incorporated in the Republic
(Share code: JGS ISIN: of South Africa)
ZAE000018370) (Registration number
(Registration number 1997/013860/07)
1987/000111/06) (`Revesco`)
(`Jigsaw` or the `company`)
Salient dates announcement relating to the scheme of arrangement proposed by
Revesco between Jigsaw and its shareholders, other than Revesco, Absa Bank
Limited (`Absa`), the Jigsaw Employee Share Incentive Scheme and the Jigsaw
Franchise Network Share Option Scheme (`excluded shareholders`), to acquire all
of their shares coupled with an irrevocable substitute offer.
1. COURT ORDER TO CONVENE SCHEME MEETING
Further to the detailed announcement dated 22 September 2004, Jigsaw
shareholders are advised that the High Court of South Africa (Witwatersrand
Local Division) (`the Court`) granted an Order on Tuesday, 2 November 2004 to
convene a meeting of Jigsaw shareholders (`the scheme meeting`) to consider and
if deemed fit, approve, with or without modification the scheme of arrangement
in terms of section 311 of the Companies Act, 1973 (Act 61 of 1973), as amended,
(`the Act`) proposed by Revesco between Jigsaw and its shareholders (`Jigsaw
shareholders`), other than the excluded shareholders (`minority shareholders`),
to acquire all of their issued ordinary shares in Jigsaw (`proposal shares`) for
a cash consideration of 40 cents per share (`the scheme`).
Should the scheme for any reason not become operative, an offer in terms of
section 440 of the Act will be deemed to be made to the minority shareholders to
acquire their proposal shares at the same consideration as specified in terms of
the scheme (`the offer`). The offer will not be conditional on acceptance
thereof by minority shareholders holding a specified percentage of the proposal
shares.
2. THE DELISTING OF JIGSAW
Should the scheme not become operative, Jigsaw will request that Jigsaw
shareholders nevertheless vote in favour of the delisting of the issued ordinary
shares in Jigsaw (`Jigsaw shares`) from the JSE Securities Exchange South Africa
(`the JSE`) in terms of paragraphs 1.13 to 1.15 of the Listings Requirements of
the JSE. Voting on the resolution for the delisting will take place at the
annual general meeting (`AGM`) which is to immediately precede the scheme
meeting at which minority shareholders will be asked to consider and vote on the
scheme.
3. SALIENT DATES RELATING TO THE IMPLEMENTATION OF THE SCHEME, THE OFFER AND THE
COMPANY`S ANNUAL GENERAL MEETING
2004
Last day to trade in order to vote Thursday, 18
at the scheme meeting November
Record date in order to vote at the Thursday, 25
scheme meeting by 17:00 on November2
Last day to lodge forms of proxy Friday, 26 November
for the AGM by 09h00 on
Last day to lodge forms of proxy
for the scheme meeting by 10h00 on Friday, 26
November3
AGM to be held at 09h00 on Monday, 29 November
Scheme meeting to be held at 10h00 Monday, 29 November
on
Court hearing to sanction the Tuesday, 7 December
scheme on
If the scheme is sanctioned:
Securities Exchange News Service
(`SENS`) announcement that the
scheme is sanctioned and will Tuesday, 7 December
become operative released on
Press announcement that the scheme
is sanctioned and will become Wednesday, 8
operative published on December
Expected last day to trade on the
JSE for shareholders to be eligible Thursday, 9
to receive the scheme consideration December4
on
Expected suspension of listing of Friday, 10 December
Jigsaw shares on the JSE from the
commencement of trading on the JSE
on
Expected scheme consideration
record date on which Jigsaw
shareholders must be recorded in Friday, 17 December
the register in order to receive
the scheme consideration on
Expected operative date of the
scheme at the commencement of Monday, 20 December
trading on the JSE on
Scheme consideration expected to be
posted to certificated scheme
participants (if documents of title
are received by the transfer Monday, 20 December
secretaries on or before the scheme
consideration record date) on
OR
failing receipt of documents of
title on or before the scheme
consideration record date, within
five business days of receipt
thereof by the transfer secretaries
Dematerialised scheme participants Monday, 20 December
expected to have their accounts
held at their CSDP or broker
credited and updated with the
scheme consideration on
Expected date of termination of
listing of Jigsaw shares on the JSE Tuesday, 21
at the commencement of business on December
If the scheme does not become
operative5:
Latest expected opening date of the Wednesday, 8
offer December
Last day to trade to participate in Thursday, 23
the offer December
Expected closing date of the offer Friday, 31 December
by 12:00
Record date to be eligible to Friday, 31 December
participate in the offer
2005
Offer consideration posted if
documents of title are received on Monday, 3 January
or before Friday, 31 December 2004
on
OR
failing receipt of documents of
title on or before Friday, 31
December 2004, within five business
days of receipt thereof by the
transfer secretaries
Expected date for compulsory
acquisition of Jigsaw shares to Monday, 3 January
become effective (if applicable) on
Notes:
1. All or any of the above dates and times are subject to change. Any such
change will be published on SENS and in the press.
2. As all trades on the JSE are settled within the STRATE environment five
business days following the relevant trade, anyone who acquires Jigsaw shares
after Thursday, 18 November 2004 will not be eligible to vote such shares at the
scheme meeting.
3. If a form of proxy for the scheme meeting is not received by the time and
date shown above, it may be handed to the chairman of the scheme meeting not
less than 10 minutes before the scheduled time for the commencement of the
scheme meeting.
4. No dematerialisation or rematerialisation of Jigsaw shares may take place
after Thursday, 9 December 2004.
5. Should the scheme not become operative for any reason whatsoever, Revesco
will open the offer to shareholders, other than the excluded shareholders,
recorded in the register on Friday, 31 December 2004.
6. Dematerialised shareholders are required to notify their CSDP or broker of
their acceptance of the offer in terms of the agreement between the shareholder
and his CSDP or broker.
4. DOCUMENTATION
A circular setting out full details of the scheme and the offer and containing
the notice convening the scheme meeting, which has been approved by the JSE and
the Securities Regulation Panel, will be posted to Jigsaw shareholders on or
about Thursday, 4 November 2004.
5. NOTICE OF ANNUAL GENERAL MEETING
Jigsaw shareholders had previously been advised that the AGM had been scheduled
for 18 October 2004. Jigsaw shareholders are hereby advised that the AGM will
take place on the same day as the scheme meeting, being Monday, 29 November
2004.
Johannesburg
3 November 2004
Sponsor to Independent Attorneys to the
Jigsaw advisor to the scheme
minority
Exchange shareholders Cliffe Dekker
Sponsors BDO QuestCo
Transaction
advisors
Base Capital
