| Thu 17 Feb 2005, 16:25 | | Salient dates announcement in respect of the propo |
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Putco Limited - Salient dates announcement in respect of the proposed scheme of
arrangement
Putco Limited
(Incorporated in the Republic of South Africa)
(Registration number 1945/018672/06)
Share code: PTC ISIN: ZAE000005716
(`Putco` or `the company`)
SALIENT DATES ANNOUNCEMENT IN RESPECT OF THE PROPOSED SCHEME OF ARRANGEMENT
1. INTRODUCTION
Shareholders are referred to the announcement dated 19 January 2005, which
contained details of Putco`s intention to propose a scheme of arrangement (`the
scheme`) in terms of Section 311 of the Companies Act, 1973 (Act 61 of 1973), as
amended (`the Companies Act`), between Putco and its shareholders, other than
Carleo Enterprises (Proprietary) Limited (`Carleo`), pursuant to which Putco
will acquire in terms of Section 85 of the Companies Act, as a specific
repurchase of shares, all of the shares held by such shareholders (`minority
shareholders`), other than those held by Carleo, for a cash consideration of 850
cents per Putco share (`the scheme consideration`).
This announcement contains the expected salient dates and times in relation to
the scheme.
2. SCHEME MEETING
Shareholders are advised that in terms of an Order of Court dated Tuesday, 15
February 2005, the High Court of South Africa has granted Putco leave to convene
a scheme meeting, to be held at 11:30 on Tuesday, 15 March 2005, at Putco
Limited, Mimosa Park, 5 Mimosa Way, Gallo Manor, Sandton.
3. SALIENT DATES AND TIMES
The expected dates and times pertaining to the scheme are set out below:
Important dates and times 2005
Last day for minority shareholders to trade in Thursday, 3 March
order to vote at the scheme meeting on
Record date for minority shareholders to be Thursday, 10 March
recorded in the register in order to vote at the
scheme meeting by 17:00 on
Last day to lodge form of proxy for the general Friday, 11 March
meeting by 11:00 on
Last day to lodge form of proxy for the scheme Friday, 11 March
meeting by 11:30 on
General meeting to be held at 11:00 on Tuesday, 15 March
Scheme meeting to be held at 11:30 (or as soon Tuesday, 15 March
thereafter as the general meeting of Putco convened
to be held at 11:00 on the same date at the same
venue shall have been concluded or adjourned) on
Results of general meeting and scheme meeting Tuesday, 15 March
released on SENS on
Results of general meeting and scheme meeting Wednesday, 16 March
published in the press on
Court hearing at 10:00 or as soon thereafter as Tuesday, 29 March
Counsel may be heard to sanction the scheme on
Results of the Court sanctioning the scheme Tuesday, 29 March
released on SENS on
Results of the Court sanctioning the scheme Wednesday, 30 March
published in the press on
Order of Court sanctioning the scheme registered by Thursday, 31 March
the Registrar on or about
Registration of Order of Court released on SENS on Thursday, 31 March
or about
If the scheme is sanctioned and implemented
Last day to trade for minority shareholders wishing Friday, 1 April
to receive the scheme consideration on
Suspension of the listing of Putco shares on the Monday, 4 April
JSE at the commencement of trade on
Consideration record date for minority shareholders Friday, 8 April
to be recorded in the register to receive the
scheme consideration by close of business on
Operative date of the scheme from the commencement Monday, 11 April
of trading on
Scheme consideration cheques posted to certificated Monday, 11 April
minority shareholders (if documents of title are
received on or prior to the consideration record
date) on
or, failing receipt of documents of title on or
before the consideration record date, within five
business days of receipt thereof by the transfer
secretaries
Dematerialised minority shareholders have their Monday, 11 April
safe custody accounts held at their CSDP or broker
credited with the scheme consideration on
Termination of listing of Putco`s shares on the JSE Tuesday, 12 April
from the commencement of trading on
Notes
1. Any variation of the above dates and times, as may be approved by the
Securities Regulation Panel (`SRP`), the JSE Securities Exchange South Africa
(`JSE`) and/or the Court, will be released on SENS and published in the South
African press.
2. Share certificates may not be dematerialised or rematerialised after Friday,1
April 2005.
3. As Putco is settling in the STRATE environment, settlement of trades in Putco
shares takes five business days. Accordingly, minority shareholders who acquire
Putco shares within four business days before the voting record date, Thursday
10 March 2005, will not be eligible to vote at the scheme meeting.
4. CIRCULAR
A circular, which has been approved by the SRP and the JSE, providing full
information on the scheme and incorporating a notice in respect of the scheme
meeting will be posted to minority shareholders today.
Sandton
18 February 2005
Lead transaction advisor and transactional Independent expert
sponsor Deloitte & Touche
Investec Corporate Finance
Co - advisor Attorneys
Ernst & Young Corporate Finance Werksmans Inc.
Joint sponsor
Ernst & Young Sponsor
Date: 17/02/2005 04:00:11 PM
Produced by the JSE SENS Department
