| Tue 2 May 2006, 16:08 | | L.A. Group - Court sanctioning of the scheme and s |
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LAN LAR
LAR
L.A. Group - Court sanctioning of the scheme and salient dates
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" or "Company")
COURT SANCTIONING OF THE SCHEME AND SALIENT DATES IN RESPECT OF THE ELECTION AND
SURRENDER CIRCULAR
1. COURT SANCTIONING OF THE SCHEME
1.1 L.A. Group shareholders are advised that the scheme of arrangement in
terms of Section 311 of the Companies Act (Act 61 of 1973) as amended
("the Scheme") proposed by Clifton Dunes Investments 327 (Proprietary)
Limited ("Newco"), 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 any subsidiaries of
L.A. Group was sanctioned by the High Court of South Africa (Cape of
Good Hope Provincial Division) ("the Court") on Tuesday, 2 May 2006.
2. CONDITIONS PRECEDENT TO THE SCHEME
2.1 The Scheme is subject to the fulfilment of the following outstanding
conditions precedent:
2.1.1 the lodging of a certified copy of the Order of Court
sanctioning the Scheme with, and registration by, the
Registrar of Companies in South Africa in terms of the
Companies Act; and
2.1.2 L.A. Group shareholders, 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 subscribing for
unlisted variable rate cumulative redeemable "B" class
preference shares ("Newco Scheme Preference Shares") to be
allotted and issued by Newco in an amount of not less than
R98 million.
2.2 L.A. Group shareholders will be advised as soon as possible as to the
fulfilment of the outstanding conditions precedent.
3. IMPORTANT DATES AND TIMES
2006
Posting of Election and Surrender Circular on Friday, 5 May
Election period commences at 9:00 on Friday, 5 May
Last day to trade in L.A. Group Shares on the
JSE Limited ("JSE") in order for L.A. Group
shareholders to be eligible to receive the
scheme consideration on Friday, 19 May
Suspension of the listing of L.A. Group Shares
on the JSE at the commencement of trade on Monday, 22 May
Submission of application for additional Newco
Scheme Preference Shares to Company secretary
by 17:00 on Monday, 22 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 12:00 on
(see note 2 below) Friday, 26 May
Scheme consideration record date, being the
date on which L.A. Group shareholders must be
recorded on the register of L.A. Group in
order to be scheme participants and so become
entitled to receive the scheme consideration
on Friday, 26 May
Operative date of the Scheme, at the Monday, 29 May
commencement of trading on the JSE on
The cash consideration will be posted or
electronically transferred to certificated
scheme participants who elect or are deemed to
have elected to receive the cash consideration
in accordance with the instructions to be
contained in the Election and Surrender
Circular, (if documents of title and duly
signed surrender documents have been
received), on or about Monday, 29 May
Certificated scheme participants who elect the
reinvestment alternative will, provided that
they validly exercise their election and
advise L.A. Group thereof in accordance with
the instructions to be contained in the
Election and Surrender Circular (and further
provided that documents of title and duly
signed surrender documents are received), be
issued with Newco Scheme Preference Shares
within five business days of the operative
date
Dematerialised scheme participants who elect
or are deemed to have elected to receive the
cash consideration will, provided they validly
exercise their election and advise L.A. Group
thereof in accordance with the instructions to
be contained in the Election and Surrender
Circular and their Central Securities
Depository Participants ("CSDPs") register
transfer of their L.A. Group Shares in favour
of Newco, have the cash consideration credited
to them, on or about Monday, 29 May
Dematerialised scheme participants who elect
the reinvestment alternative will, provided
they validly exercise their election and
advise L.A. Group thereof in accordance with
the instructions to be contained in the
Election and Surrender Circular and their
CSDPs register transfer of their L.A. Group
Shares in favour of Newco, be issued with
Newco Scheme Preference Shares within five
business days of the operative date
Listing of L.A. Group Shares terminated at
commencement of trading on the JSE on Tuesday, 30 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 Securities
Exchange News Service of the JSE Limited and published in the press.
2. Dematerialised shareholders are required to notify their CSDP or broker of
their election in the manner and time stipulated in the agreement governing
the relationship between such shareholder and their CSDP or broker.
3. L.A. Group shareholders may not dematerialise or rematerialise their
existing L.A. Group Shares after Friday, 19 May 2006.
Cape Town
2 May 2006
Investment bank to Newco Attorneys to the Scheme
(Standard Bank ) (Bernardt Vukic Potash and Getz )
Independent adviser to L.A. Auditors and reporting accountants to
Group L.A. Group
(PKF ) (Grant Thornton )
Sponsor to L.A. Group Attorneys to Standard Bank
(Sasfin Capital LOGO) (Prinsloo, Tindle & Andropoulos Inc )
Date: 02/05/2006 04:08:57 PM Produced by the JSE SENS Department
