| Fri 1 Apr 2005, 17:25 | | Grintek/ SAAB SA - Salient dates in respect of th |
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Grintek/ SAAB SA - Salient dates in respect of the proposed Scheme of
Arrangement
Grintek Limited
(Incorporated in the Republic of South Africa)
(Registration number 1955/000013/06)
Share code: GNK ISIN: ZAE000003067
(`Grintek`)
SAAB South Africa (Proprietary) Limited
(Incorporated in the Republic of South Africa)
(Registration number 2003/015031/07)
(`SAAB SA`)
SALIENT DATES IN RESPECT OF THE PROPOSED SCHEME OF ARRANGEMENT
Introduction
Shareholders are referred to the announcement dated 21 February 2005, which
dealt with the intention of SAAB SA (a wholly-owned subsidiary of SAAB AB) to
propose a scheme of arrangement (`the scheme`) in terms of section 311 of the
Companies Act, 1973 (Act 61 of 1973), as amended, between Grintek and its
shareholders other than SAAB AB, SAAB SA, Kunene Finance Company (Proprietary)
Limited (`KFC`) and Kunene Technology Investments (Proprietary) Limited (`KTI`),
in respect of the shares held by them in Grintek (`Grintek shares`), for a cash
consideration of 190 cents per Grintek share.
SAAB SA reserves the right to implement the acquisition of the Grintek shares by
other appropriate means should any of the conditions precedent to which the
scheme is subject not be fulfilled.
Scheme meeting
Shareholders are informed that in terms of an Order of Court, dated 31 March
2005, the High Court of South Africa has granted Grintek leave to convene a
scheme meeting, to be held at 11:00 on Monday, 25 April 2005, at the registered
office of Grintek, 44 Oak Avenue, Highveld Technopark, Centurion, 0157: for the
purpose of considering and if deemed fit approving the scheme.
Salient dates and times
The expected dates and times pertaining to the scheme are set out below:
2005
Last day to trade in Grintek shares in order to be Wednesday, 13 April
recorded on the register to vote at the scheme
meeting, by close of business on
Record date for voting, by close of business on Wednesday, 20 April
Last day to lodge forms of proxy for the scheme Thursday, 21 April
meeting, by 11:00 on
Scheme meeting held at 11:00 on Monday, 25 April
Results of the scheme meeting published on SENS on Monday, 25 April
Results of the scheme meeting published in the press Tuesday, 26 April
on
Court hearing to sanction the scheme expected at 10:00 Wednesday, 4 May
or as soon thereafter as Counsel may be heard on
Results of Court hearing announced on SENS on Wednesday, 4 May
Results of Court hearing published in the press on Thursday, 5 May
If the scheme is sanctioned and implemented, then the
following dates apply
Expected last day to trade in Grintek shares in order Friday, 6 May
to be recorded on the register on the record date for
the scheme
Expected date on which the Grintek shares will be Monday, 9 May
suspended from the commencement of trade on
The record date for the scheme Friday, 13 May
Expected operative date of the scheme Monday, 16 May
Expected date from which the consideration will be Monday, 16 May
made available to scheme participants
Expected date on which the Grintek shares will be Tuesday, 17 May
terminated from the commencement of trade on
Notes:
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 press.
Shareholders should note that, as trade in Grintek shares on the JSE is settled
through STRATE, settlement for trade takes place five business days after such
trade. Therefore, shareholders who acquire Grintek shares on the JSE after
Thursday, 13 April 2005 will not be eligible to vote at the scheme meeting.
Dematerialised scheme members, other than own name dematerialised scheme
members, must provide their Central Securities Depository Participant (`CSDP`)
or broker with their instructions for voting at the scheme meeting by the cut-
off time and date advised by their CSDP or broker for instructions of this
nature.
No dematerialisation or rematerialisation of Grintek shares will take place
after Friday, 6 May 2005.
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 was posted to Grintek shareholders on Friday, 1 April 2005. Copies of
the circular may be obtained during normal business hours from the registered
office of Grintek, 44 Oak Avenue, Highveld Technopark, Centurion, 0157.
Centurion
1 April 2005
Investment bank and corporate advisor to SAAB SA
Nedbank Capital, a division of Nedbank Limited
Corporate law advisor to SAAB SA
Edward Nathan (Pty) Ltd
Independent advisor and sponsor to Grintek
Investec Bank Limited
