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LAN LAR
LAR
L.A. Group - Salient Dates In Respect Of The Proposed Scheme Of Arrangement
L.A. GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1936/008786/06)
Share Code: LAR & ISIN: ZAE000028676
Share Code: LAN & ISIN: ZAE000028684
("L.A. Group")
SALIENT DATES ANNOUNCEMENT IN RESPECT OF THE PROPOSED SCHEME OF ARRANGEMENT
1. INTRODUCTION
L.A. Group shareholders are referred to the announcement dated 3 February 2006,
in which it was announced that Clifton Dunes Investments 327 (Proprietary)
Limited ("Newco") had submitted to the board of directors of L.A. Group a notice
of its firm intention to make an offer in terms of which Newco will acquire all
the shares in the issued share capital of L.A. Group ("L.A. Group Shares"),
other than those already held by Robben Island Management (Proprietary) Limited
("Robben Island"), Greyhouse Trust, Rimaz Investments (Proprietary) Limited, AF
Peer Family Trust, Miss Alia Peer, Miss Nazlia Peer, Mr Mohamed Peer, Mr Riyadh
Peer and Mrs Fazlyn Peer (collectively, "the Peer Family Shareholders") and S.A.
Global Investment Alliance (Proprietary) Limited, a wholly-owned subsidiary of
L.A. Group ("Scheme Shares") ("the Offer"). The consideration payable in terms
of the Offer will be 800 cents in cash for each L.A. Group ordinary share and
"N" ordinary share.
The Offer to be proposed by Newco will be implemented by way of a scheme of
arrangement in terms of section 311 of the Companies Act No. 61 of 1973, as
amended ("the Scheme"), between L.A. Group and all of its shareholders other
than Robben Island, the Peer Family Shareholders and any subsidiaries of L.A.
Group ("Scheme Members"). Newco is a wholly-owned subsidiary of Robben Island,
the controlling shareholder of L.A. Group.
Each L.A. Group shareholder, other than Robben Island, the Peer Family
Shareholders and any subsidiaries of L.A. Group, recorded in the share register
of L.A. Group on the consideration record date of the Scheme ("Scheme
Participants"), will have the opportunity to receive a cash consideration of 800
cents per Scheme Share from Newco ("the Cash Consideration") or to elect a
reinvestment alternative to subscribe for unlisted cumulative redeemable
preference shares ("Newco Scheme Preference Shares") to be issued by Newco ("the
Reinvestment Alternative").
This announcement provides L.A. Group shareholders with details of the meeting
of Scheme Members to be held to consider the Scheme ("the Scheme Meeting"), sets
out the expected salient dates and times relating to the Scheme and provides
information regarding further documentation to be posted to L.A. Group
shareholders.
2. SCHEME MEETING
L.A. Group shareholders are advised that in terms of an Order of The High Court
of South Africa (Cape of Good Hope Provincial Division) ("Court"), dated
Thursday, 23 March 2006, the Scheme Meeting will be held at 10:30 on Tuesday, 18
April 2006 at The Boardroom, 21st Floor, No. 2 Long Street, Cape Town, to
consider and, if deemed fit, approve the Scheme.
3. SALIENT DATES AND TIMES
The salient dates and times in relation to the Scheme are set out below:
2006
Last day to trade in L.A. Group Shares on the JSE Limited ("JSE")
in order to be recorded in the register of members of
L.A. Group to vote at the Scheme Meeting on Wednesday, 5 April
Record date to vote at the Scheme Meeting on Wednesday, 12 April
Last day for receipt of forms of proxy for the
Scheme Meeting by 10:30 on Thursday, 13 April
Scheme Meeting to be held at 10:30 on Tuesday, 18 April
Announcement of results of the Scheme Meeting on the
Securities Exchange News Service ("SENS") on Tuesday, 18 April
Announcement of results of the Scheme Meeting
in the press on Wednesday, 19 April
Court hearing to sanction the Scheme at 10:00 on Tuesday, 25 April
Announcement on SENS regarding the sanctioning of the
Scheme on Tuesday, 25 April
Announcement in the press regarding the sanctioning of
the Scheme on Wednesday, 26 April
If the Scheme is sanctioned and implemented:
Posting of Election and Surrender circular on
(see note 2 below) Friday, 28 April
Election period commences on Friday, 28 April
Expected last day to trade in L.A. Group Shares on the JSE
in order for L.A. Group shareholders to be eligible to
receive the scheme consideration on Friday, 12 May
Expected suspension of the listing of L.A. Group Shares
on the JSE at the commencement of trade on Monday, 15 May
Election period closes on the election record date and
Scheme Participants must have elected to receive the Cash
Consideration or the Reinvestment Alternative and those
elections must be delivered to the transfer secretaries
by 11:00 on Friday, 19 May
Expected scheme consideration record date, being the date
on which L.A. Group shareholders must be recorded on the
register of members of L.A. Group in order to be Scheme
Participants and so become entitled to receive the scheme
consideration on Friday, 19 May
Expected operative date of the Scheme, at the commencement of
trading on the JSE on Monday, 22 May
Listing of L.A. Group Shares terminated at commencement of
trading on the JSE on Tuesday, 23 May
Notes:
1. The abovementioned times and dates are South African times and dates and are
subject to change. Any such change will be released on SENS and published in the
press.
2. Subsequent to the sanctioning of the Scheme by the Court an Election and
Surrender circular will be posted to all Scheme Participants on or about Friday,
28 April 2006. This Election and Surrender circular will, inter alia, contain
information on the election by Scheme Participants, to be made during the
election period, to receive the Cash Consideration or to elect the Reinvestment
Alternative. Should a Scheme Participant not make a valid election in accordance
with the instructions to be contained in the Election and Surrender circular,
the Scheme Participant will be deemed to have elected the Cash Consideration in
respect of all his/her L.A. Group Shares.
3. If a form of proxy for the Scheme Meeting is not received by the time and
date shown above, it may be handed to the chairperson of the Scheme Meeting by
not later than 10 minutes before the Scheme Meeting is due to commence.
4. If the Scheme Meeting is adjourned or postponed, forms of proxy must be
received by no later than 24 hours prior to the time of the adjourned or
postponed Scheme Meeting or not later than 10 minutes before the Scheme Meeting
is due to commence, if handed to the chairperson of the Scheme Meeting, provided
that, for the purpose of calculating the latest time by which forms of proxy
must be received, Saturdays, Sundays and South African public holidays will be
excluded.
5. L.A. Group shareholders may not dematerialise or rematerialise their
existing L.A. Group Shares after Friday, 12 May 2006.
6. Scheme Participants will receive the Cash Consideration or the Newco Scheme
Preference Shares under the Reinvestment Alternative, on the later of the first
business day after the election record date or the first business day after the
day upon which all conditions precedent are fulfilled, provided that Scheme
Participants validly exercise their election and, where applicable, provided
that the documents of title for their L.A. Group Shares have been received by
the transfer secretaries of L.A. Group.
4. CONFIRMATION OF SUFFICIENT CASH RESOURCES
Newco has finalised its funding with The Standard Bank of South Africa Limited
and the Securities Regulation Panel has been given confirmation, in terms of its
requirements, that Newco has sufficient cash resources to discharge its
obligations in terms of the Offer.
5. FURTHER DOCUMENTATION
A circular providing additional information on the Scheme and containing, inter
alia, a notice of scheme meeting and a form of proxy, will be posted to L.A.
Group shareholders on Friday, 24 March 2006.
Cape Town
24 March 2006
Investment bank to Newco
Standard Bank
Independent adviser to L.A. Group
PKF
Sponsor to L.A. Group
Sasfin Capital
A division of Sasfin Bank Limited
Attorneys to the Scheme
Bernadt . Vukic . Potash . Getz
Attorneys
Auditors and reporting accountants to L.A. Group
Grant Thornton
Chartered Accountants (SA)
Accountants, Auditors & Business Advisers
Attorneys to Standard Bank
Prinsloo, Tindle & Andropoulos Inc.
Attorneys
Date: 24/03/2006 03:01:08 PM Produced by the JSE SENS Department
