| Tue 8 Feb 2005, 16:15 | | SALIENT DATES ANNOUNCEMENT |
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LIBERTY LIFE/ CAPITAL ALLIANCE - SALIENT DATES ANNOUNCEMENT
Liberty Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1957/002788/06)
Share code: LGL
ISIN: ZAE000057360
(`Liberty Life`)
Capital Alliance Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1952/000756/06)
Share code: CPT
ISIN: ZAE000011904
(`Capital Alliance`)
SALIENT DATES ANNOUNCEMENT IN RESPECT OF THE PROPOSED SCHEME OF ARRANGEMENT
BETWEEN CAPITAL ALLIANCE AND ITS SHAREHOLDERS
1. INTRODUCTION
Shareholders are referred to the joint announcements released on Wednesday, 1
December 2004 and Tuesday, 1 February 2005 in which it was announced that
Liberty Life had submitted to the board of directors of Capital Alliance
(`Capital Alliance Board`) a notice of its firm intention to make an offer to
acquire all the shares (`the offer`) in the issued ordinary share capital of
Capital Alliance, other than those already held by Liberty Life, Liberty Active
Limited and Capital Alliance Special Finance (Proprietary) Limited (`scheme
members`) for a consideration of R17.50 per share so acquired (`scheme
consideration`). It is intended that the offer, together with payment of a
final dividend of R1.00 per share by Capital Alliance to its shareholders
(`final dividend`), will be implemented by way of a scheme of arrangement in
terms of section 311 the Companies Act No. 61 of 1973, as amended, to be
proposed between Capital Alliance and its shareholders (`the scheme`).
This announcement provides shareholders with details of the meeting of scheme
members to be held to approve the scheme (`scheme meeting`), sets out the
expected salient dates and times relating to the scheme and provides information
regarding further documentation to be posted to Capital Alliance shareholders.
2. SCHEME MEETING
Capital Alliance shareholders are advised that in terms of an Order of The High
Court of South Africa (Witwatersrand Local Division), dated Tuesday, 8 February
2005, the scheme meeting is to be held on the 10th Floor, Capital Alliance Life
Building, 162 Anderson Street (corner Mooi Street), Johannesburg, at 09:00 on
Monday, 7 March 2005 to consider and, if deemed fit, approve the scheme.
3. SALIENT DATES AND TIMES
The expected dates and times in relation to the scheme are set out below.
2005
Last day to trade in Capital Alliance
shares in order to be recorded in the
register to vote at the scheme meeting,
on Thursday, 24 February
Voting record date to vote at the scheme
meeting at 17:00, on Thursday, 3 March
Last day to lodge forms of proxy for the
scheme meeting by 09:00, on Friday, 4 March
Scheme meeting to be held at 09:00, on Monday, 7 March
Announcement of results of scheme meeting
released on SENS, on Monday, 7 March
Announcement of results of scheme meeting
published in the press, on Tuesday, 8 March
Court hearing to sanction the scheme, on Tuesday, 12 April
Announcement regarding the sanctioning of
the scheme released on SENS, on Tuesday, 12 April
Announcement regarding the sanctioning of
the scheme published in the press, on Wednesday, 13 April
If the scheme is sanctioned:
Last day to trade to participate in the
scheme, on Friday, 15 April
Suspension of Capital Alliance`s listing
on the JSE Securities Exchange South
Africa (`JSE`) from commencement of
trade, on Monday, 18 April
Participation record date on which scheme
members must be recorded in the register
to be entitled to receive the scheme
consideration and on which date Capital
Alliance shareholders must be recorded in
the register to be entitled to receive
the final dividend, at 17:00, on Friday, 22 April
Operative date of the scheme, on Monday, 25 April
The final dividend and, against surrender
of documents of title, the scheme
consideration, is expected to be
transferred or posted as the case may be
to certificated Capital Alliance
shareholders, on or within five business
days, of Monday, 25 April
In the case of shareholders who have
dematerialised their Capital Alliance
shares, safe custody accounts to be
updated and accounts credited with the
final dividend and the scheme
consideration by the Central Securities
Depository Participant or broker, on Monday, 25 April
Termination of the listing of Capital
Alliance shares on the JSE at
commencement of trade, on Tuesday, 26 April
Notes:
1. The abovementioned times and dates are subject to change. Any such change
will be released on SENS and published in the press.
2. Capital Alliance shareholders may not dematerialise or rematerialise their
Capital Alliance shares after Friday, 15 April 2005.
3. Forms of proxy may also be handed to the chairperson of the scheme meeting
not later than ten minutes before the scheduled time for the commencement of the
scheme meeting, or any adjournment or postponement thereof.
4. FURTHER DOCUMENTATION
A circular providing further information on the scheme and containing, inter
alia, a notice of scheme meeting, a form of proxy and a form of surrender, will
be posted to Capital Alliance shareholders on Wednesday, 9 February 2005.
Johannesburg
8 February 2005
Investment bank and transactional sponsor to Liberty Life
Standard Bank
Sponsor to Liberty Life
Merrill Lynch South Africa (Pty) Limited
Attorneys to Liberty Life
Werksmans Incorporated
(Registration number 1990/007215/21)
Investment bank to Capital Alliance
Investec Corporate Finance
Sponsor to Capital Alliance
Investec Bank Limited
Attorneys to Capital Alliance
Jowell Glyn & Marais Inc.
Reporting accountants to Capital Alliance
PricewaterhouseCoopers Inc
Independent adviser to the Capital Alliance Board
Rand Merchant Bank
A division of FirstRand Bank Limited
