| Tue 12 Apr 2005, 15:01 | | Scheme Of Arrangement Between Capital Alliance |
|
Liberty Life/ Capital Alliance - Scheme Of Arrangement Between Capital Alliance
And Its Shareholders
Liberty Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1957/002788/06)
Share code: LGL
ISIN: ZAE000057360
(`Liberty Life`)
Capital Alliance Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1952/000756/06)
Share code: CPT
ISIN: ZAE000011904
(`Capital Alliance`)
SCHEME OF ARRANGEMENT BETWEEN CAPITAL ALLIANCE AND ITS SHAREHOLDERS
Shareholders are referred to the previous joint announcements relating to the
scheme of arrangement in terms of section 311 of the Companies Act No. 61 of
1973, as amended, proposed by Liberty Life between Capital Alliance and its
shareholders (`the scheme`), in terms of which Liberty Life will acquire all the
shares in the issued ordinary share capital of Capital Alliance, other than
those already held by Liberty Life, Liberty Active Limited and Capital Alliance
Special Finance (Proprietary) Limited (`scheme participants`) for a
consideration of R17.50 per share so acquired (`scheme consideration`) and
Capital Alliance will pay a final dividend of R1.00 to its shareholders (`final
dividend`).
Shareholders are advised that The High Court of South Africa (Witwatersrand
Local Division) today granted an Order sanctioning the scheme (`the Order`). All
regulatory approvals necessary to implement the scheme have been obtained and
the final remaining suspensive condition, being the registration of a certified
copy of the Order by the Registrar of Companies, is expected to take place on
Wednesday, 13 April 2005.
The remaining salient dates and times in relation to the scheme are set out
below.
Last day to trade to participate in the scheme, on Friday, 15 April
Suspension of Capital Alliance`s listing on the
JSE Securities Exchange South Africa (`JSE`) from
commencement of trade, on Monday, 18 April
Participation record date on which scheme
participants must be recorded in the register to
be entitled to receive the scheme consideration
and on which date Capital Alliance shareholders
must be recorded in the register to be entitled to
receive the final dividend, at 17:00 on Friday, 22 April
Operative date of the scheme, on Monday, 25 April
The final dividend and, against surrender of
documents of title, the scheme consideration, are
expected to be transferred or posted, as the case
may be, to certificated Capital Alliance
shareholders, on or within five business days, of Monday, 25 April
In the case of shareholders who have
dematerialised their Capital Alliance shares, safe
custody accounts to be updated and accounts
credited with the final dividend and the scheme
consideration by the Central Securities Depository
Participant or broker, on Monday, 25 April
Termination of the listing of Capital Alliance
shares on the JSE at commencement of trade, on Tuesday, 26 April
Capital Alliance shareholders may not dematerialise or rematerialise their
Capital Alliance shares after Friday, 15 April 2005.
Johannesburg
12 April 2005
Investment bank and transactional sponsor to Liberty Life
Standard Bank
Sponsor to Liberty Life
Merrill Lynch South Africa (Pty) Limited
Attorneys to Liberty Life
Werksmans Incorporated
(Registration number 1990/007215/21)
Investment bank to Capital Alliance
Investec Corporate Finance
Sponsor to Capital Alliance
Investec Bank Limited
Attorneys to Capital Alliance
Jowell Glyn & Marais Inc.
Reporting accountants to Capital Alliance
PricewaterhouseCoopers Inc
Independent adviser to the Capital Alliance Board
Rand Merchant Bank
A division of FirstRand Bank Limited
