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WNH
Winhold Limited/Inmins Limited - Salient Dates Relating To The Proposed
Rationalisation Of The Winhold Group
WINHOLD LIMITED(Incorporated in the Republic of South Africa)
(Registration number 1945/019679/06)
Share code:WNH
ISIN: ZAE000033916(`Winhold`)
INMINS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1969/004321/06)Share code:INM
ISIN:ZAE000003588
(`Inmins`)
(collectively, `the Winhold Group`)SALIENT DATES RELATING TO THE PROPOSED RATIONALISATION OF THE WINHOLD GROUP
1. COURT ORDER CONVENING A SCHEME MEETING
Further to the announcement dated 15 February 2005, shareholders of the Winhold
Group are advised that the High Court of South Africa (Witwatersrand LocalDivision) (`the Court`) granted on Tuesday 22 March 2005 an Order to convene a
meeting of Inmins shareholders (`the scheme meeting`) to consider and, if
deemed fit, to approve with or without modification, the scheme of arrangement
in terms of section 311 of the Companies Act, 1973 (Act 61 of 1973), asamended, proposed by Winhold between Inmins and its shareholders, other than
Winhold (`the scheme members` and `the scheme`), in terms of which Winhold will
acquire all of the shares held by the scheme members for a consideration of 220
ordinary shares in Winhold per 100 shares in Inmins.2. NOTICE CONVENING A GENERAL MEETING
A notice convening the general meeting to be held by the shareholders of
Winhold on Monday 18 April 2005 in order to ratify and implement the scheme in
terms of the proposed rationalisation of the Winhold Group was posted to suchshareholders on Thursday 24 March 2005.
3. SALIENT DATES AND TIMES RELATING TO IMPLEMENTATION OF THE SCHEME
2005
Last date to trade Inmins shares on the JSESecurities Exchange South Africa
(`the JSE`) cum the scheme so as to be recorded in
the register by
Friday 15 April 2005 in order to vote at the schememeeting Thursday 7 April
Record date to vote at the scheme meeting Thursday 14 April
Last day to lodge forms of proxy for the general
(14:00) and scheme (14:30) meetings Friday 15 AprilGeneral (14:00) and scheme (14:30) meetings held Monday 18 April
Court hearing to sanction the scheme Tuesday 26 April
Results of scheme and general meetings released on
SENS Tuesday 26 AprilResults of scheme and general meetings and final data
published in the press Thursday 28 April
Last date to trade for the scheme Thursday 28 April
Listing of Inmins suspended from the commencement oftrading Friday 29 April
Listing of Winhold consideration shares commences Friday 29 April
Record date for the scheme Friday 6 May
Operative date of the scheme Monday 9 MayWinhold share certificates posted to scheme members
who have surrendered documents of title by Friday
6 May 2005 (or within five business days of
documents of title being received by the transfersecretaries) and dematerialised
scheme participants have their accounts held at their
Central Securities Depository
Participant or broker credited with the schemeconsideration Monday 9 May
Listing of Inmins terminates from the commencement of
trading Monday 9 May
Share certificates in Inmins may not berematerialised of dematerialised after Thursday,
28 April 2005.
These dates and times are subject to change and any
such changes will be released on SENS andpublished in the press.
4. DOCUMENTATION
Circulars containing full details of the scheme (including the Order of Court
and the notice convening the scheme meeting ) and the notice convening thegeneral meeting, all of which have been approved by the JSE and the Securities
Regulation Panel, were posted to the relevant shareholders on Thursday 24 March
2005.
Germiston29 March 2005
Corporate adviser
Lanark Financial Services
AttorneysFluxmans Attorneys
Sponsor
LPC Manhattan
LPC Manhattan Sponsors (Pty) LtdRegistration number 1999/024792/07
Auditors and reporting accountants
BDO Spencer Steward(JHB) Inc
Chartered Accountants(SA)Registered Accountants and Auditors
Independant professional expert
BDO Capital(Property)Limited
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