| Thu 24 Feb 2005, 18:25 | | Salient Dates Announcement |
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Metoz/Newco - Salient Dates Announcement Of The Proposed Acquistion By Newco Of
All The Issued Shares Of Metoz By Way Of A Scheme Of Arrangement
Metoz Holdings Limited The Newco Project X Limited
(formerly Metro Cash and Carry (Incorporated in Australia)
Limited) (Registration number ABN 32 112
(Incorporated in the Republic of 073 480)
South Africa) (`Newco`)
(Registration number
1946/021315/06)
Share code: MOZ ISIN:
ZAE000057410
(`Metoz`)
SALIENT DATES ANNOUNCEMENT OF THE PROPOSED ACQUISTION BY NEWCO OF ALL THE ISSUED
SHARES OF METOZ BY WAY OF A SCHEME OF ARRANGEMENT
INTRODUCTION
Metoz shareholders are referred to the announcements published on 6 December
2004 (`detailed cautionary announcement`) and 11 February 2005 (`firm intent
announcement`) in which Metoz shareholders were advised that Newco had proposed
a scheme of arrangement (`the Metoz scheme`) in terms of section 311 of the
Companies Act, 1973 (Act 61 of 1973), as amended (`Companies Act`), between
Metoz and its shareholders (`scheme members`), to acquire all of the Metoz
shares held by the scheme members for a cash consideration (subject to exchange
rate fluctuations) of R2.8818 per Metoz share (calculated on the basis of the
scheme consideration of AUD0.6015 per Metoz share if converted at an exchange
rate of 4.7911 ZAR:AUD, being the closing exchange rate on 8 February 2005). The
Rand amount payable to scheme participants will vary with the actual exchange
rate at which the consideration is converted.
SCHEME MEETING
Shareholders are advised that in terms of an Order of the High Court of South
Africa (Witwatersrand Local Division) dated Tuesday, 22 February 2005, Metoz has
been granted leave to convene a scheme meeting, to be held at 09h00 on Tuesday,
22 March 2005, in the boardroom of Metoz, First Floor, 33 Scott Street,
Waverley, Johannesburg.
TERMINATION OF THE METOZ LISTING ON THE JSE
Subject to the fulfilment of the conditions precedent set out in paragraph 4 of
the firm intent announcement and the scheme becoming operative, the JSE
Securities Exchange South Africa has granted approval for the suspension of the
listing of the shares in Metoz with effect from the commencement of trading on
Monday, 11 April 2005, and termination of the listing of such shares at the
commencement of trading on Tuesday, 19 April 2005. These dates are subject to
change and any change will be announced on SENS and in the press.
SALIENT DATES AND TIMES PERTAINING TO THE SCHEME
The expected dates and times in relation to the scheme are set out below -
2005
Last day to trade Metoz shares in order to be Thursday, 10 March
recorded in the register of Metoz or in the sub-
registers of Metoz administered by CSDPs to vote
at the scheme meeting (see note 1)
Voting record date Thursday, 17 March
Last day to lodge forms of proxy for the scheme Friday, 18 March
meeting (by 09h00) (see note 2)
Scheme meeting held (at 09h00) Tuesday, 22 March
Publish results of the scheme meeting on SENS Tuesday, 22 March
(expected date)
Publish results of the scheme meeting in the Wednesday, 23 March
press (expected date)
Court hearing to sanction the scheme (at 10h00 or Tuesday, 5 April
as soon thereafter as Counsel may be heard)
Publish the results of Court hearing on SENS Tuesday, 5 April
Publish results of the Court hearing in the press Wednesday, 6 April
If the scheme is sanctioned and becomes operative
Final date Wednesday, 6 April
Last day to trade Metoz shares on the JSE in Friday, 8 April
order to be recorded in the register of Metoz or
the sub-registers of Metoz administered by the
CSDPs to participate in the scheme
Suspension of Metoz shares (from the commencement Monday, 11 April
of business)
Publish final scheme consideration in Rand Wednesday, 13 April
(before 17h00) on SENS
Publish final scheme consideration in Rand in the Thursday, 14 April
press
Consideration record date to determine Friday, 15 April
participation in the scheme
Operative date of the scheme (from the Monday, 18 April
commencement of business) when -
the scheme consideration is posted to
certificated scheme participants (if documents of
title are received on or prior to the
consideration record date) 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; and
dematerialised scheme participants have their
accounts held at their CSDP or broker credited
with the scheme consideration
Termination of listing of Metoz shares on the JSE Tuesday, 19 April
(from the commencement of business)
Notes -
1 Shareholders should note that as Metoz shares now settle in the
STRATE system, settlement for trade takes place five business days
after such trade. Therefore, shareholders who acquire Metoz shares
after Thursday, 10 March 2005, will not be eligible to vote at the
scheme meeting.
2 If the forms of proxy are not received by the time and date shown
above, they may be handed to the chairperson of the scheme meeting,
no later than ten minutes before the commencement of the scheme
meeting.
3 No dematerialisation or rematerialisation of Metoz share
certificates may take place after Friday, 8 April 2005.
4 These dates and times are subject to change. Any such change will
be published on SENS and in the press.
5 All times indicated above are South African times.
DOCUMENTATION RELATING TO THE SCHEME
A circular providing further information on the scheme and containing, inter
alia, a notice of scheme meeting, statements in terms of section 312(1)(a) of
the Companies Act, which explain the scheme, a form of proxy and a form of
surrender and transfer will be posted today to shareholders recorded in the
register of certificated shareholders and the sub-register of holders of
dematerialised shares at the close of business on 23 February 2005.
Johannesburg
24 February 2005
Independent adviser to Metoz Sponsor to Metoz
?Investec BankU ?Sasfin Corporate Finance a division of
Sasfin Bank LimitedU
Attorneys to Metoz Reporting Accountants and Auditors
?Fluxmans Attorneys IncU ?Ernst & YoungU
Attorneys to Newco
?Webber Wentzel BowensU
