| Tue 5 Apr 2005, 15:09 | | SANCTION OF THE METOZ SCHEME OF ARRANGEMENT |
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Metoz / Newco - Sanction Of The Metoz Scheme Of Arrangement
Metoz Holdings Limited
(formerly Metro Cash and Carry Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1946/021315/06)
Share code: MOZ
ISIN: ZAE000057410
(`Metoz`)
The Newco Project X Limited
(Incorporated in Australia)
(Registration number ABN 32 112 073 480)
(`Newco`)
SANCTION OF THE METOZ SCHEME OF ARRANGEMENT
1. INTRODUCTION
Further to the announcement dated 22 March 2005 regarding the scheme of
arrangement (`the Metoz scheme`) in terms of section 311 of the Companies Act,
1973 (Act 61 of 1973), as amended (`the Companies Act`) proposed by Newco
between Metoz and its shareholders (`the scheme members`) to acquire all the
Metoz shares held by the scheme members for the scheme consideration, Metoz
shareholders are advised that the Metoz scheme was sanctioned by the High Court
of South Africa (Witwatersrand Local Division) (`the Court`) on Tuesday 5 April
2005. A certified copy of the Order of Court sanctioning the scheme will be
lodged with the Registrar of Companies and is expected to be registered on
Wednesday, 6 April 2005. Apart from the Registrar`s registration of the Order of
Court, all other conditions precedent relating to the Metoz scheme have now been
fulfilled.
2. SALIENT DATES AND TERMINATION OF LISTING
The remaining salient dates of the Metoz scheme are set out below -
2005
Last day to trade Metoz shares on the JSE Friday, 8 April
Securities Exchange South Africa (`JSE`) in
order to be recorded in the register of Metoz
or in the sub-registers of Metoz administered
by the CSDPs to participate in the scheme
Suspension of Metoz shares (from the Monday, 11 April
commencement of business)
Publish final scheme consideration in Rand Wednesday, 13 April
(before 17h00) on SENS
Publish final scheme consideration in Rand in Thursday, 14 April
the 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 Tuesday, 19 April
JSE (from the commencement of business)
Notes:
1. All times indicated above are South African times.
2. No dematerialisation or rematerialisation of Metoz share certificates
may take place after Friday, 8 April 2005.
3. SCHEME CONSIDERATION AND SURRENDER OF METOZ DOCUMENTS OF TITLE
In terms of the Metoz scheme, Metoz shareholders registered as such on the
consideration record date (`scheme participants`), are entitled to receive the
scheme consideration for every Metoz share held on the consideration record
date. The scheme consideration will be paid to scheme participants in Rand.
The scheme consideration comprises a fixed AUD0.6015 per Metoz share and Metoz
will arrange for the distribution to scheme participants of the converted
currency equivalent in Rand.
3.1 Scheme participants holding certificated Metoz shares (`certificated scheme
participants`)
The scheme consideration will, where the documents of title have been
surrendered prior to the consideration record date, be posted by ordinary post
to certificated scheme participants at the risk of the scheme participant
concerned in accordance with the scheme participant`s instructions (if any)
contained in the properly completed form of surrender and transfer (included in
the circular posted to Metoz shareholders on 23 February 2005), by the transfer
secretaries on the operative date, or be posted by ordinary post within five
business days of the subsequent receipt after the operative date of the form of
surrender and transfer together with the relevant documents of title.
The scheme consideration will not be sent to certificated scheme participants
unless and until all documents of title in respect of the relevant Metoz shares
have been surrendered as set out above to the transfer secretaries.
Accordingly, if they have not already done so, certificated scheme participants
should surrender their documents of title as soon as possible to the transfer
secretaries, Computershare Investor Services 2004 (Proprietary) Limited, 70
Marshall Street, Johannesburg, 2001 (PO Box 61763, Marshalltown 2107) in order
to be paid the scheme consideration.
3.2 Scheme participants holding dematerialised Metoz shares (`dematerialised
scheme participants`)
Dematerialised scheme participants will have their accounts held at their CSDP
or broker credited with the scheme consideration on the operative date in
accordance with the custody agreement between dematerialised owners and their
CSDP or broker.
Johannesburg
5 April 2005
Independent adviser to Metoz
Investec Bank
Sponsor to Metoz
Sasfin Corporate Finance a division of Sasfin Bank Limited
Attorneys to Metoz
Fluxmans Attorneys Inc
Reporting Accountants and Auditors
Ernst & Young
Attorneys to Newco
Webber Wentzel Bowens
Date: 05/04/2005 03:00:04 PM
Produced by the JSE SENS Department
