| Thu 15 Jun 2006, 15:00 | | Arch Equity - Proposed Scheme Of Arrangement |
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Arch Equity - Proposed Scheme Of Arrangement
ARCH EQUITY LIMITED
Registration Number: 2004/004019/06
JSE share code: ACH & ISIN code: ZAE000061073
("Arch Equity")
PROPOSED SCHEME OF ARRANGEMENT BETWEEN ARCH EQUITY AND ITS SHAREHOLDERS
1. Introduction
Arch Equity shareholders are referred to the joint announcement of 19
May 2006 detailing the proposed merger between Arch Equity and PSG
Group Limited ("PSG") ("the proposed merger") to be implemented by way
of a scheme of arrangement in terms of section 311 of the Companies
Act (61 of 1973) ("the Act")("the scheme") to be proposed by PSG
between Arch Equity and all of its ordinary shareholders (excluding
PSG, any of its subsidiaries and Jasmyn Corporate Holdings
(Proprietary) Limited ("Jasmyn")), or alternatively by way of an
irrevocable conditional substitute offer in terms of section 440K of
the Act (the substitute offer"), should the scheme fail for whatsoever
reason.
Should the scheme become operative and all of the conditions precedent
thereto become fulfilled, the scheme participants will receive 1 PSG
ordinary share for every 2.71 Arch Equity shares held. Arch Equity
will, under such circumstances, become a wholly owned sub subsidiary
of PSG and will be delisted from the AltX.
In order to effect the proposed merger, and as an indivisible part
thereof to be implemented prior to the scheme (or the substitute
offer) (as the case may be), PSG will implement a share swap between
itself and all of the preference and ordinary shareholders of Jasmyn
("the Jasmyn share swap"). The Jasmyn share swap will be effected in
the same ratio as the scheme such that PSG will acquire the Jasmyn
shareholders" interest in Arch Equity prior to the scheme becoming
operational.
In further effecting the proposed merger, and as an indivisible part
thereof to be implemented prior to the scheme (or the substitute
offer) (as the case may be), PSG will repurchase 21 540 000 PSG
ordinary shares from Arch Equity by way of a specific repurchase in
terms of section 85 of the Act, and Arch Equity will conversely
dispose of such shares to PSG, so as to eliminate the cross-holding of
shares that presently exists between Arch Equity and PSG ("the
disposal").
At the general meeting of PSG shareholders held on 12 June 2006, all
of the resolutions required for the implementation of the proposed
merger were approved by the requisite majority of PSG shareholders.
Full details of the above transactions appear in the circular referred
to in 5 below.
2. General Meeting and Scheme Meeting
A general meeting of Arch Equity shareholders will be held at 8:30,
and the scheme meeting at 9:00 (or as soon as the general meeting may
be concluded, whichever is the later) on Thursday, 20 July 2006 in
Arch Equity"s Boardroom on the 1st Floor, Inanda, 6 Dorp Street,
Stellenbosch (Arch Equity"s registered office) to consider and, if
deemed fit, approve the disposal and the scheme, respectively.
The aforementioned scheme meeting will be convened in terms of a Order
of the High Court (Cape of Good Hope Provincial Division) dated
Tuesday, 13 June 2006.
Salient Dates and Times
2006
Last day to trade in Arch Equity ordinary Monday, 10 July
shares in order to be recorded in the
register to vote at the general meeting and
scheme meeting (note 2) on
Voting record date to vote at the scheme Monday, 17 July
meeting at 17:00 on
Last day to lodge forms of proxy for the Tuesday, 18 July
general meeting by 08:30 and for the scheme
meeting by 09:00 (note 3) on
General meeting to be held at 08.30 and the Thursday, 20 July
scheme meeting to be held at 09:00 (or ten
minutes after the conclusion of the general
meeting, whichever is the later) on
Results of the scheme and general meetings Thursday, 20 July
released on SENS on
Results of the scheme and general meetings Friday, 21 July
published in the press on
Court hearing to sanction the scheme on Tuesday, 1 August
Announcement regarding the sanctioning of Tuesday, 1 August
the scheme released on SENS on
Announcement regarding the sanctioning of Wednesday,
the scheme published in the press on 2August
If the scheme is sanctioned:
Last day to trade to participate in the Thursday, 3
scheme (note 4) on August
Suspension of listing of Arch Equity Friday, 4 August
ordinary shares on the JSE from
commencement of trade on
Scheme consideration record date being the Friday, 11 August
date on which scheme participants must be
recorded in the register to receive the
scheme consideration on
Operative date of the scheme (note 6) on or Monday, 14 August
about
Scheme consideration transferred or posted, Monday, 14 August
as the case may be, to certificated scheme
participants (if documents of title are
surrendered on or prior to the scheme
consideration record date) (note 5) on
Dematerialised scheme participants have Monday, 14 August
their safe custody accounts held at their
CSDP or broker updated with the offer
consideration on
Termination of the listing of Arch Equity Tuesday, 15
ordinary shares on the JSE at commencement August
of trade on
Notes:
1. These dates and times are subject to change. Any such change
will be released on SENS and published in the press.
2. Shareholders should note that as transactions in ordinary shares
are settled in the electronic settlement system used by STRATE,
settlement of trades takes place five business days after such
trade. Therefore shareholders who acquire ordinary shares after
Monday, 10 July 2006 will not be eligible to vote at the scheme
meeting.
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 chairman of
the scheme meeting by no later than 10 minutes before the scheme
meeting is due to commence.
4. Ordinary shares may not be dematerialised or rematerialised after
Thursday, 3 August 2006.
5. Failing receipt of documents of title by the transfer secretaries
on or before the scheme consideration record date, the offer
consideration will be posted by the transfer secretaries to
certificated scheme participants within five business days of
receipt of the documents of title.
6. All dates and times referred to in this document are South
African dates and times.
4. Confirmation of opinions and recommendations
4.1 Grant Thornton Corporate Finance (Proprietary) Limited ("Grant
Thornton") has been appointed as the independent expert to
consider whether the terms and conditions of the proposed merger
(in terms of the scheme or the substitute offer)(as the case may
be) including the disposal, are fair and reasonable to Arch
Equity shareholders. Grant Thornton, having considered such terms
and conditions, are of the opinion that the terms and conditions
of the scheme (or the substitute offer) (as the case may be)
including the disposal, are fair and reasonable to Arch Equity
shareholders.
4.2 The directors of Arch Equity, whose interests are fully disclosed
in the circular referred to in 5 below, have considered the terms
and conditions of the scheme (or the substitute offer) (as the
case may be) including the disposal, and are of the opinion that
the terms and conditions thereof are fair and reasonable to Arch
Equity shareholders. The directors of Arch Equity intend voting
in favour of the scheme in respect of their own shareholdings in
Arch Equity, and recommend that Arch Equity shareholders do
likewise.
5. Documentation
A circular providing further information on the scheme and the disposal,
and containing, inter alia, notices of the general and scheme meeting,
forms of proxy and a form of acceptance and surrender, will be posted to
Arch Equity shareholders on or about Monday, 19 June 2006.
Stellenbosch
15 June 2006
PSG Capital Limited - Designated Advisor to Arch Equity
PricewaterhouseCoopers Corporate Finance (Proprietary) Limited - Joint
Designated Advisor
Grant Thornton (Proprietary) Limited - Independent Expert to Arch Equity
PricewaterhouseCoopers Inc. Chartered Accountants (SA) - Auditors and
Independent Reporting Accountants
Hofmeyr Herbstein & Gihwala Incorporated - Attorneys advising Arch Equity
Warning: The listing of ordinary shares in Arch Equity is on ALTx.
Investors are advised of the risks of investing in a company listed on
ALTx. Investors are advised that the JSE does not guarantee the viability
or the success of a company listed on ALTx. In terms of the Listings
Requirements, the company is obliged to appoint and retain a Designated
Adviser, who is required to, inter alia, attend all board meetings held by
the company to ensure that all the 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 Adviser, it must make
arrangements to appoint a new Designated Adviser within 10 business days,
failing which the company faces suspension of trading of its securities.
If a Designated Adviser is not appointed within 30 days of its suspension,
the company faces the termination of its listing without the prospect of an
appropriate offer to minority shareholders.
Date: 15/06/2006 03:00:11 PM Produced by the JSE SENS Department
