| Wed 15 Feb 2006, 17:14 | | Glenrand - Salient dates and times |
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GMB
GMB
Glenrand - Salient dates and times
Glenrand MIB Limited
(Incorporated in the Republic of South Africa)
(Registration number 1997/008001/06)
Share code: GMB ISIN: ZAE000018529
("Glenrand")
SALIENT DATES AND TIMES IN RESPECT OF THE GLENRAND M.I.B BLACK ECONOMIC
EMPOWERMENT TRANSACTION
1. Introduction
Glenrand ordinary shareholders are referred to the announcements dated 13
October 2005 and 17 January 2006 relating to the facilitation of the increase of
Glenrand"s black shareholder base through the issue of new ordinary shares to
black business partners ("BBP Transaction"), the acquisition of the 49.9% of the
issued ordinary share capital of Glenrand M.I.B Makgulong (Proprietary) Limited
that Glenrand does not currently own ("Acquisition") and a Scheme of Arrangement
whereby Risk Funding Services (Proprietary) Limited and the Glenmib Employee
Empowerment Trust ("Glenmib Trust") will, on a pro rata basis, acquire 6.7% and
4.8% respectively, (pre issue of new ordinary shares) of the issued ordinary
shares from all shareholders other than from Kunene Finance Company
(Proprietary) Limited, the Glenmib Employee Scheme Trust and the Glenmib Trust
("Scheme").
2. Scheme meeting and general meeting
Shareholders are advised that in terms of an Order of Court dated 14 February
2006, the High Court of South Africa has granted Glenrand leave to convene a
Scheme meeting, to be held at 8:30 on Friday, 17 March 2006, at the registered
office of Glenrand, 228 Kent Avenue, Ferndale, Randburg. A general meeting will
also be held at the same venue at 9:00 or 10 minutes after the conclusion of the
Scheme meeting, whichever is the later.
3. Conditions precedent
The implementation of the BBP Transaction is subject to the fulfilment, inter
alia, of the following conditions precedent:
* approval of the BBP Transaction by the requisite majority of ordinary
shareholders in a general meeting;
* obtaining of the necessary regulatory approvals required to implement the BBP
Transaction; and
* the fulfilment of other conditions precedent (which are capable of waiver at
Glenrand"s discretion).
The implementation of the Acquisition and the Scheme is subject to the
fulfilment, inter alia, of the following conditions precedent:
* the approval of the Scheme by Scheme members representing not less than three
fourths of the votes exercisable by those Scheme members present and voting
either in person or by proxy at the Scheme meeting;
* the approval of the Scheme by all regulatory authorities if and to the extent
necessary, including the
JSE Limited ("JSE");
* the High Court of South Africa sanctioning the Scheme;
* a certified copy of the Order of Court sanctioning the Scheme being
registered by the Registrar of Companies in terms of the Companies Act, 1973
(Act 61 of 1973) as amended; and
* the fulfilment of other conditions precedent, including the implementation of
the Scheme (which are capable of waiver at Glenrand"s discretion).
4. Salient dates and times
The expected dates and times pertaining to the Scheme meeting and general
meeting are set out below:
2006
Last day to trade in ordinary shares on the JSE
in order to be recorded in the register
to vote at the Scheme meeting and the general
meeting, by the close of trade on the
JSE on (refer note 2 below) Tuesday, 7 March
Record date for voting at the Scheme meeting and
the general meeting by close of business on Tuesday, 14 March
Last day to lodge forms of proxy (pink) for
the Scheme meeting (refer note 5 below),
(for use by certificated and own-name
dematerialised ordinary shareholders only)
by 8:30 on Wednesday, 15 March
Last day to lodge forms of proxy (blue) for
the general meeting, (for use by certificated
and own-name dematerialised ordinary
shareholders only) by 9:00 on Wednesday, 15 March
Scheme meeting of Scheme members to be held at
8:30 on Friday, 17 March
General meeting of ordinary shareholders to be
held at 9:00, or ten minutes after the conclusion
or adjournment of the Scheme meeting, whichever
is later on Friday, 17 March
Results of the Scheme meeting and general meeting
released on SENS on Friday, 17 March
Results of the Scheme meeting and general meeting
published in the South African press on Monday, 20 March
Court hearing to sanction the Scheme expected to
be at 10:00 (or as soon thereafter as Counsel may
be heard) on Tuesday, 28 March
Results of the application to the Court to
sanction the Scheme released on SENS on Tuesday, 28 March
Results of the application to the Court to
sanction the Scheme published in the South
African press on Wednesday, 29 March
If the Scheme is sanctioned and implemented:
Order of Court sanctioning the Scheme
registered by the Registrar on or about Wednesday, 29 March
Confirmation of registration of Order of
Court sanctioning the Scheme released
on SENS and published in the South African
press on or about Thursday, 30 March
Last day to trade in ordinary shares on the
JSE in order to be recorded in the register
on the record date for the Scheme Thursday, 6 April
Listing of replacement ordinary shares Friday, 7 April
Ordinary shares trade "ex" the Scheme under the
new ISIN of ZAE000078010 Friday, 7 April
Record date for the Scheme on which ordinary
shareholders must be recorded in the register to
receive the Scheme consideration by close
of business on Thursday, 13 April
Operative date of the Scheme from commencement
of trade on the JSE on Tuesday, 18 April
Scheme consideration will be made available to
Scheme participants from Tuesday, 18 April
Replacement ordinary share certificates will be
posted to certificated Scheme participants,
provided that their ordinary share certificates
have been surrendered by no later than 12:00
on the Record Date for the Scheme (or within
5 Business Days of receipt if received
thereafter) on or about Tuesday, 18 April
Dematerialised Scheme participants will have
their accounts at their CSDP or broker updated
and credited on Tuesday, 18 April
Issue and listing of new ordinary shares on
or about Tuesday, 18 April
Notes:
1. The abovementioned dates and times are South African dates and times, and
are subject to change. Any changes to the above dates and times, as may be
approved by the JSE and/or the Court will be released on SENS and published in
the South African press.
2. Ordinary shareholders should note that, as trade in ordinary shares on the
JSE is settled through STRATE, settlement for trade takes place five business
days after such trade. Therefore, ordinary shareholders who acquire ordinary
shares on the JSE after Tuesday, 7 March 2006 will not be eligible to vote at
the Scheme meeting and/or the general meeting.
3. Dematerialised Scheme members, other than own-name dematerialised Scheme
members, must provide their CSDP or broker with their instructions for voting at
the Scheme meeting by the cut-off time and date advised by the CSDP or broker
for instructions of this nature.
4. No dematerialisation or rematerialisation of existing ordinary shares under
the ISIN of ZAE000018529 will take place after Thursday, 6 April 2006.
Dematerialisation and rematerialisation of replacement ordinary shares under the
ISIN of ZAE000078010 will recommence after Tuesday, 18 April 2006.
5. Forms of proxy (pink) for the Scheme meeting may be handed to the
chairperson of the Scheme meeting by no later than ten minutes before the
commencement of the Scheme meeting.
5. Circular to ordinary shareholders
A circular, which has been approved by the JSE, providing full information on
the BBP Transaction, Acquisition and Scheme and incorporating notices in respect
of the Scheme meeting and the general meeting, will be posted to ordinary
shareholders on or about Monday, 20 February 2006. Copies of the circular may
also be obtained during normal business hours from the registered office of
Glenrand, 228 Kent Avenue, Ferndale, Randburg.
Randburg
15 February 2006
Investment bank, transaction advisor and sponsor
NEDBANK CAPITAL
Independent reporting accountants
KPMG
Legal advisor
DENEYS REITZ ATTORNEYS
Independent advisor
Ernst & Young Corporate Finance (Pty) Ltd
(Registration number 2000/031575/07)
Date: 15/02/2006 05:14:43 PM Produced by the JSE SENS Department
