| Thu 30 Mar 2006, 16:00 | | Alex White - Proposed Scheme Of Arrangement |
|
ALX
ALX
Alex White - Proposed Scheme Of Arrangement
ALEX WHITE HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1949/035016/06)
Share code: ALX & ISIN: ZAE000000386
("Alex White")
PROPOSED SCHEME OF ARRANGEMENT BETWEEN ALEX WHITE AND ITS SHAREHOLDERS
Introduction
Shareholders of Alex White are referred to the announcements published in
the press by Astrapak Limited ("Astrapak") and Alex White on 21 December
2005 and the announcement published in the press by Alex White on 1
February 2006. Shareholders were advised in such previous announcements
that Astrapak intended to acquire the entire ordinary issued share capital
of Alex White ("the offer") for a cash consideration of 320 cents per Alex
White share (the "offer consideration"). The offer is to be implemented by
way of a scheme of arrangement ("the scheme") in terms of Section 311 of
the Companies Act, 1973 (Act 61 of 1973), as amended, ("the Act") to be
proposed by Astrapak between Alex White and its shareholders.
Should the scheme not become operative, Astrapak, in its sole discretion,
may make an offer to all Alex White shareholders in terms of Section 440 of
the Act to acquire all the ordinary shares in Alex White for the offer
consideration.
Should the scheme become unconditional and be implemented, Alex White will
become a wholly-owned subsidiary of Astrapak and the listing of its shares
on JSE Limited ("JSE") will be terminated.
Scheme meeting
In terms of an Order of the High Court of South Africa (Witwatersrand Local
Division) ("Court"), dated 28 March 2006, the scheme meeting is to be held
at the registered office of Alex White, situated at 22 Yaron Avenue, Lea
Glen, Roodepoort, 1709 at 12:00 on Wednesday, 26 April 2006, for the
purpose of considering and, if deemed fit, approving with or without
modification, the scheme.
Opinions and recommendations
The board of Alex White has considered the terms and conditions of the
scheme as well as the opinions of the independent committee and that of
Merchantec (Proprietary) Limited, the independent adviser, confirming that
the terms and conditions of the scheme are fair and reasonable to scheme
members, and is of the unanimous opinion that the terms and conditions of
the scheme are fair and reasonable to scheme members. Accordingly, the
board of Alex White recommends that scheme members vote in favour of the
scheme.
The directors of Alex White who hold Alex White ordinary shares intend
voting in favour of the scheme in respect of their scheme shares.
Important dates and times
2006
Last day to trade in order to vote at the scheme Thursday, 13 April
meeting at 17:00 on
Record date to vote at the scheme meeting at Monday, 24 April
17:00 on
Last day for receipt of proxies for the scheme Tuesday, 25 April
meeting by 12:00 on
Scheme meeting to be held at 12:00 on Wednesday, 26 April
Results of the scheme meeting released on SENS Wednesday, 26 April
on
Expected date on which the report of the
chairperson of the scheme meeting is to be made Friday, 28 April
available for inspection from
Results of the meeting published in the press on Friday, 28 April
Expected date of Court hearing to sanction the Tuesday, 30 May
scheme on
Expected date of announcement of results of
Court sanction of the scheme to be released on Tuesday, 30 May
SENS on
Expected date of announcement of results of
Court sanction of the scheme to be published in Wednesday, 31 May
the press on
If the scheme is sanctioned:
Expected last day to trade in Alex White shares
in order to be recorded in the register on the Thursday, 8 June
consideration record date on
Expected date of suspension of listing of Alex
White shares at commencement of trading on Friday, 9 June
Expected record date on which shareholders must
be recorded as such in the register of members Thursday, 15 June
of Alex White in order to receive the scheme
consideration by 17:00 on
Expected operative date of the scheme at the Monday, 19 June
commencement of trading on
Expected date on which scheme consideration will
be posted to certificated scheme participants
(if documents of title are received on or prior
to the consideration record date) or, failing Monday, 19 June
receipt of documents of title on or before the
consideration record date, within five business
days of receipt thereof by the transfer
secretaries
Expected date on which dematerialised scheme
participants have their accounts held at their Monday, 19 June
CSDP or broker credited with the scheme
consideration on
Expected date of termination of listing of Alex
White"s shares on the JSE at the commencement of Tuesday, 20 June
trading on
Notes:
1 These dates and times are subject to amendment. Any such amendment will
be released on SENS and published in the press.
2 If a form of proxy is not received by the time and date shown above, it
may be handed to the chairperson of the scheme meeting, no later than ten
minutes before the commencement of the scheme meeting.
3 Shareholders should note that as Alex White is settling in the STRATE
environment, settlement for trade takes place five business days after such
trade. Therefore shareholders who acquire Alex White shares after Thursday,
13 April 2006 will not be eligible to vote at the scheme meeting.
4 Should the scheme not be implemented and the substitute offer become
effective, all dates and times pertinent thereto will be released on SENS
and published in the press.
5 Share certificates may not be dematerialised or rematerialised after
Thursday, 8 June 2006.
Scheme conditions precedent
The scheme is subject to the fulfilment of the following conditions
precedent by no later than 30 June 2006:
- the scheme is approved by a majority of shareholders representing not
less than 75% (three-fourths) of the votes exercisable by the scheme
members present and voting, either in person or by proxy, at the
scheme meeting;
- the scheme is sanctioned by the Court;
- the Registrar of Companies registers a certified copy of the Order of
Court sanctioning the scheme, in terms of the Act; and
- all and any approvals required from the Competition Authorities for
the implementation of the scheme are duly and unconditionally given,
provided that if any such approval is given on a conditional basis
Astrapak shall be entitled to waive, by notice in writing to Alex
White, the requirement that approval is given on an unconditional
basis. Upon such written waiver being given by Astrapak, the condition
precedent referred to in this paragraph shall be deemed to be
fulfilled.
If the Competition Authorities have not yet granted such approval by the
date on which it is intended to return to Court to apply for sanction of
the scheme, expected to be on or about Tuesday, 30 May 2006, then the
scheme may be conditionally sanctioned by the Court subject to such
condition being timeously met, or the application for the sanctioning of
the scheme may be postponed until approval from the Competition Authorities
has been obtained.
Documentation
A circular to shareholders of Alex White, giving full details of, inter
alia, the matters referred to above and containing, inter alia, a notice of
scheme meeting, a form of proxy and a form of surrender and substitute
offer acceptance, will be mailed to shareholders today.
Johannesburg
30 March 2006
Sponsor to Alex White
Merchant Sponsors (Proprietary) Limited
Independent expert
Merchantec (Proprietary) Limited
Corporate law advisers to Alex White
Edward Nathan (Proprietary) Limited
Date: 30/03/2006 04:00:16 PM Produced by the JSE SENS Department
