| Thu 9 Dec 2004, 15:35 | | Sanctioning of COPI"s Plan of Arrangement |
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COPI - Sanctioning of COPI`s Plan of Arrangement and the grant of a final order
by the Canadian Court
Canadian Overseas Packaging Industries Limited
(Incorporated in Canada)
JSE share code: CAN
ISIN: CA13642P1018
(`COPI`)
Sanctioning of COPI`s Plan of Arrangement and the grant of a final order by the
Canadian Court
Sanctioning of the Plan of Arrangement
Further to the announcement published by COPI on 2 December 2004, relating to
the results of the special general meeting convened to consider the Plan of
Arrangement (the `Plan`) proposed by COPI to its shareholders, the board of
directors of COPI is pleased to announce that:
- on Tuesday 7 December 2004, the Plan was approved by the Court of Queen`s
Bench of New Brunswick, which issued an order (the `Final Order`) to this
effect;
- the Final Order and Articles of Arrangement were lodged with the Director,
Canada Business Corporations Act, Canada who issued a Certificate of
Arrangement;
- accordingly, the Plan became binding and effective on COPI and its
shareholders on Tuesday 7 December 2004.
Operative Date and payment of Acquisition Price
In terms of the Plan, minority shareholders (referred to hereunder as
`Participants`) will receive on 20 December 2004 (the `Operative Date`),
Cdn$19.50 for each COPI common share held by them (`Acquisition Price`).
Shareholders are referred to COPI`s announcement dated 2 December 2004 for
details of exchange rates to be used and currency payments to be made by COPI on
the Operative Date.
The Acquisition Price will be posted on the Operative Date to those Participants
who hold certificated shares in COPI (`Certificated Participants`) and who have
properly surrendered their documents of title on or before the Operative Date in
accordance with the instructions contained in the Letter of Transmittal attached
to the Management Proxy Circular regarding the Plan dated 26 October 2004.
Accordingly, if they have not already done so, Certificated Participants should
surrender their documents of title as soon as possible to COPI`s Share Registrar
(Lavery de Billy, Suite 4000, 1 Place Ville Marie, Montreal, Quebec, H3B 4M4,
Canada) or Branch Transfer Secretaries (Computershare Investor Services 2004
(Proprietary) Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO
Box 61051, Marshalltown, 2107)) in order to receive the Acquisition Price as
described above.
In respect of those Certificated Participants who surrender their documents of
title after the Operative Date, the Acquisition Price will be posted within five
business days of the receipt by the Share Registrar or Branch Transfer
Secretaries, as the case may be, of a properly completed Letter of Transmittal
together with all the relevant documents of title in respect of their COPI
shares.
Participants who hold COPI shares which have been dematerialised for the
purposes of the STRATE electronic settlement system used by the JSE Securities
Exchange South Africa (`Dematerialised Participants`), will have their holdings
withdrawn and the Acquisition Price credited to their Central Services
Depository Participant (`CSDP`) or broker account on the Operative Date in terms
of the agreement entered into between the Dematerialised Participant and his/her
CSDP or broker.
9 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
Barristers and Solicitors
PATTERSON PALMER
South African legal advisors
WEBBER WENTZEL BOWENS
Date: 09/12/2004 03:30:08 PM
Produced by the JSE SENS Department
