| Wed 1 Dec 2004, 15:13 | | Results of the special general meeting of the sha |
|
COPI - Results of the special general meeting of the shareholders of COPI
Canadian Overseas Packaging Industries Limited
(Incorporated in Canada)
JSE share code: CAN
ISIN: CA13642P1018
(`COPI`)
Results of the special general meeting of the shareholders of COPI relating to
COPI`s Plan of Arrangement and finalisation details relating to the Plan of
Arrangement.
Approval of the Plan of Arrangement by shareholders
Further to the announcement published by COPI on 26 October 2004 relating to the
Plan of Arrangement (`Plan`) proposed by COPI to its shareholders, the board of
directors of COPI is pleased to announce that:
- at the special general meeting of the shareholders of COPI held on Tuesday
30 November 2004, to consider and vote on the Plan (the `Meeting`), the
Plan was approved by the requisite majority of all of the shareholders of
COPI and the requisite majority of minority shareholders of COPI (being all
shareholders other than members of the Kalmanson family and their related
parties), acting as a separate class;
- the Plan was approved by 99.24 per cent of all shareholders, and 94.12 per
cent of minority shareholders, present in person or by proxy and voting at
the Meeting; and
- COPI is now making application to the Court of Queen`s Bench of New
Brunswick (the `Court`) for an order (the `Final Order`) approving the
Plan. If the Court grants the Final Order approving the Plan, the only
remaining condition to which the Plan will be subject, will be the lodging
of the Final Order and Articles of Arrangement with the Director, Canada
Business Corporations Act, Canada (the `Director`) and the issue by the
Director of a Certificate of Arrangement.
Plan Acquisition Price
In terms of the Plan, minority shareholders (referred to hereunder as
`Participants`) will receive, on the operative date of the Plan, Cdn$19.50 for
each COPI common share held by them (`Acquisition Price`).
Participants who are recorded as such on COPI`s South African branch register
administered by COPI`s branch transfer secretaries or who are otherwise known to
be South African residents will be paid the Acquisition Price in South African
Rand (`ZAR`). Participants who have a registered address in the United Kingdom
will be paid the Acquisition Price in Pounds Sterling (`GBP`). All other
Participants will be paid the Acquisition Price in United States Dollars
(`USD`). The relevant exchange rates to be used in determining the payments to
be made to Participants and the resulting currency payments are as follows:
- Cdn$ : ZAR - 1: 4.87549 - ZAR 95.07206 per share
- Cdn$ : GBP - 1: 0.43997 - GBP 8.57942 per share
- Cdn$ : USD - 1: 0.84100 - USD 16.39950 per share
being the closing rates of exchange prevailing on Tuesday 30 November 2004, the
date of the Meeting.
Announcement of issue of Certificate of Arrangement
As soon as possible after the issue of the Certificate of Arrangement by the
Director, an announcement to that effect will be made by COPI on the JSE
Securities Exchange (`JSE`) News Service (`SENS`) and on a Regulatory
Information Service (`RIS`) of the London Stock Exchange (`LSE`).
Reminder of Important Dates and Times
Date of Court hearing to consider and Tuesday, 7 December 2004
grant Final Order approving the Plan
Announcement of results of Court hearing Wednesday, 8 December 2004
to approve the Plan and the issue of the
Certificate of Arrangement by the Director
published on SENS and on an RIS
If the Court grants the Final Order
approving the Plan and the Director issues
the Certificate of Arrangement:
Expected last day to trade (in order to Thursday, 9 December 2004
qualify as a Participant on the
Participation Record Date)
Expected date of suspension of listing of Friday, 10 December 2004
COPI shares at commencement of trading on
JSE and LSE respectively
Expected record date for the Plan to Friday, 17 December 2004
determine which minority shareholders will
participate in the Plan
Expected operative date for the Plan, from Monday, 20 December 2004
commencement of business
Participants holding dematerialised shares Monday, 20 December 2004
have their accounts held at their CSDP or
broker credited with the acquisition
price, expected
Payment posted to Participants holding Within 5 business days of
certificated shares if documents of title receipt of the documents of
are received on or prior to the operative title
date of the Plan
Expected date of de-listing of COPI shares Tuesday, 21 December 2004
from JSE and LSE, from commencement of
business
Notes:
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.
Any reference to time is a reference to the time in Montreal Canada, unless
otherwise specified.
1 December 2004
Montreal, Canada
JSE sponsor:
Rand Merchant Bank (A division of FirstRand Bank Limited) Corporate Finance
Corporate advisors:
Maitland
Independent financial advisor:
KPMG
Canadian legal advisors:
Lavery, de Billy; Patterson Palmer
South African legal advisors:
Webber, Wentzel, Bowens
Date: 01/12/2004 03:00:11 PM Produced by the JSE SENS Department
