| Wed 24 Aug 2005, 17:38 | | INSURE - Salient Dates Announcement |
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INSURE - Salient Dates Announcement
Insurance Outsourcing Managers Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1998/013121/06)
(`INSURE` or `the company`)
JSE Code: INS ISIN Code: ZAE000033221
SALIENT DATES ANNOUNCEMENT
Shareholders are advised that a general meeting of the company will be held at
IOM House, 6 St Giles Street, Randburg, at 11h00 on Thursday, 15 September 2005
for purposes of approving the special and ordinary resolutions required to
approve the delisting of INSURE from the JSE Limited (`the JSE`) and the
implementation of an offer to minorities of 23 cents per share. The salient
dates pertaining to the transaction are set out below:
2005
Last day to lodge forms of proxy for the Tuesday, 13 September
general meeting by 11h00 on
General meeting of shareholders to be held at Thursday, 15 September
11h00 on
Results of general meeting published on SENS Thursday, 15 September
on
Minority offer opens at 09:00 on Friday, 16 September
Last day to trade Friday, 30 September
Suspension of listing from commencement of Monday, 03 October
business on
Minority offer closes at 12h00 on (Refer note Friday, 07 October
1 below)
Record date Friday, 07 October
Posting of consideration cheques to
certificated shareholders and crediting of
dematerialised shareholders accounts at their See notes 3 and 4 below
CSDP or broker, provided that valid
acceptances of the offer have been received by
12h00 on Friday, 07 October 2005
Results of offer announcement published on Monday, 10 October
SENS on or about
Delisting of INSURE with effect from the Tuesday, 11 October
commencement of business on
Notes:
1. Dematerialised shareholders are required to notify their duly appointed
CSDP or broker of their acceptance of the offer in the manner and time
stipulated in the agreement governing the relationship between the
shareholder and his/here CSDP or broker.
2. Share certificates may not be dematerialised after Friday, 30 September
2005.
3. Cheques payable pursuant to the acceptance of the offer to minorities will
be posted to certificated shareholders concerned, at their risk, within 5
(five) business days of receipt of valid acceptances by the transfer
secretaries.
4. Accounts held at the CSDP or broker of the dematerialised shareholders
concerned will be credited within 5 (five) business days of receipt by the
transfer secretaries of notification of acceptance, which notification will
be received from STRATE, which will, in turn, have been notified of the
acceptance of the offer by the shareholders` duly appointed CSDP or broker.
5. The dates and times provided for above are subject to amendment. Any such
amendment will be published on SENS.
6. In the event that the offer is accepted in respect of 90% or more of the
minority shares, the company will give notice to invoke the provisions of
Section 440K of the Companies Act, 1973 (as amended) (`the Act`).
7. In the event that the provisions of Section 440K of the Act are not
invoked, shareholders who do not accept the offer will remain as
shareholders in the public unlisted company.
In accordance with AltX Listings Requirements, shareholders are advised of the
risks of investing in a company listed on AltX. Shareholders are advised that
the JSE does not guarantee the viability or the success of a company listed on
AltX. In terms of JSE Listings Requirements a Designated Advisor has to be
retained by the company. The Designated Advisor is required to, inter alia,
attend all board meetings held by the company to ensure that all JSE Listings
Requirements and applicable regulations are complied with, approve the financial
director of the company and guide the company in a competent, professional and
impartial manner. If the company fails to retain a Designated Advisor it must
make arrangement to appoint a new Designated Advisor within 10 business days,
failing which the company faces suspension of trading of its securities. If a
Designated Advisor is not appointed within 30 days of its suspension the company
faces the termination of its listing without an offer to minorities.
Johannesburg
24 August 2005
Designated Advisor
Arcay Corporate Services
