| Thu 20 Jul 2006, 15:00 | | Arch Equity Limited - Results Of General And Schem |
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Arch Equity Limited - Results Of General And Scheme Meetings
ARCH EQUITY LIMITED
Registration Number: 2004/004019/06
JSE share code: ACH & ISIN code: ZAE000061073
("Arch Equity")
RESULTS OF GENERAL AND SCHEME MEETINGS
1. Introduction
Arch Equity shareholders are referred to the joint announcement of 19 May
2006, scheme announcement of 15 June 2006 and the circular to Arch Equity
shareholders of 19 June 2006 relating to:
1.1 the proposed merger between Arch Equity and PSG Group Limited ("PSG")
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")
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")("the scheme
members")), 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; and
1.2 the proposed disposal by Arch Equity of 21 540 000 PSG ordinary shares
to PSG, to be repurchased by PSG as a specific repurchase in terms of
section 85 of the Act ("the disposal").
2. General Meeting
At the general meeting held on Thursday, 20 July 2006, the requisite
majority of Arch Equity shareholders entitled to vote thereat passed all of
the ordinary resolutions proposed at such meeting to approve the disposal.
3. Scheme Meeting
At the scheme meeting held on Thursday, 20 July 2006, the scheme was
approved by 99.99% of the votes exercisable by scheme members present and
voting, either in person or by proxy at the scheme meeting. Accordingly,
the scheme was approved by the requisite majority of votes of scheme
members.
4. Suspensive conditions to the disposal
The implementation of the disposal is still subject to the fulfilment of
the suspensive condition that the scheme (or substitute offer) become
unconditional by no later than 30 September 2006.
5. Suspensive conditions to the scheme
The implementation of the scheme is still subject to the fulfilment of the
suspensive condition that the High Court of South Africa (Cape Provincial
Division)("the Court") grant an order sanctioning the scheme in terms of
section 311 of the Act and the Registrar of Companies registers such order
by no later than 30 September 2006.
6. Salient Dates and Times
2006
Court hearing to sanction the scheme Tuesday, 1 August
on
Announcement regarding the Tuesday, 1 August
sanctioning of the scheme released on
SENS on
Announcement regarding the Wednesday, 2August
sanctioning of the scheme published
in the press on
If the scheme is sanctioned:
Order of Court registered with Wednesday, 2 August
Registrar of Companies
Last day to trade to participate in Thursday, 3 August
the scheme (note 2) on
Suspension of listing of Arch Equity Friday, 4 August
ordinary shares on the JSE from
commencement of trade on
Scheme consideration record date Friday, 11 August
being the date on which scheme
participants must be recorded in the
register to receive the scheme
consideration on
Operative date of the scheme (note 4) Monday, 14 August
on or about
Scheme consideration transferred or Monday, 14 August
posted, 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 3) on
Dematerialised scheme participants Monday, 14 August
have their safe custody accounts held
at their CSDP or broker updated with
the scheme consideration on
Termination of the listing of Arch Tuesday, 15 August
Equity ordinary shares on the JSE at
commencement 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. Ordinary shares may not be dematerialised or rematerialised after
Thursday, 3 August 2006.
3. Failing receipt of documents of title by the transfer secretaries on
or before the scheme consideration record date, the scheme
consideration will be posted by the transfer secretaries to
certificated scheme participants within five business days of receipt
of the documents of title.
4. All dates and times referred to in this document are South African
dates and times.
5. The definitions and interpretations as contained in the circular dated
19 June 2006 apply, mutatis mutandis, to this paragraph.
7. Chairman"s Report
Copies of the Chairman"s report on the scheme meeting will be available on
request, free of charge, from Monday, 24 July 2006 until the date of the
Court hearing to sanction the scheme, expected to be on Tuesday, 1 August
2006, during normal business hours at the registered office of Arch Equity,
1st Floor, Inanda, 6 Dorp Street, Stellenbosch, 7600 and at the office of
the transfer secretaries of Arch Equity, 5th Floor, 11 Diagonal Street,
Johannesburg 2000.
8. Further Announcement
A further announcement regarding the outcome of the application to Court,
the fulfilment of the remaining conditions precedent, and any update to the
salient dates relating to the implementation of the scheme will be
published on or about Thursday, 3 August 2006.
Stellenbosch
20 July 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: 20/07/2006 03:00:19 PM Produced by the JSE SENS Department
