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ILV
ILV
Illovo /ABF Overseas Limited - Court date for sanctioning of the Scheme
of Arrangement and further salient dates
Illovo Sugar Limited
(Incorporated in the Republic of South Africa)
(Registration number 1906/000622/06)
(Share code: ILV)
(ISIN: ZAE000003547)
("Illovo")
ABF Overseas Limited
(Incorporated in England)
(Registration number 03313345)
("ABF")
COURT DATE FOR SANCTIONING OF THE SCHEME OF ARRANGEMENT PROPOSED BY ABF
BETWEEN ILLOVO AND ITS SHAREHOLDERS AND FURTHER SALIENT DATES IN
RESPECT THEREOF
1. INTRODUCTION
Illovo shareholders are referred to the circular posted on 15 June
2006 and the announcements released on SENS on 15 June 2006 and 12
July 2006 relating to the scheme of arrangement in terms of section
311 of the Companies Act No. 61 of 1973, as amended, proposed by ABF
between Illovo and its shareholders ("the scheme") in terms of which
ABF will acquire 51% of the fully diluted ordinary share capital of
Illovo ("the scheme shares") for a consideration of R21.00 per share
("scheme consideration").
2. REGULATORY APPROVALS
Illovo shareholders are advised that the competition authorities
have unconditionally approved the acquisition of the scheme shares
by ABF.
As a result, all necessary regulatory approvals required to
implement the scheme have been obtained.
3. WAIVER BY THE SECURITIES REGULATION PANEL
The Securities Regulation Panel has granted ABF dispensation from
the requirement to make a mandatory offer to Illovo shareholders.
4. SANCTIONING OF THE SCHEME
The scheme meeting having taken place on Wednesday, 12 July 2006
under the chairmanship of David Lionel Levin and the requisite
majority having agreed to the scheme, Illovo shareholders are
notified, pursuant to the provisions of paragraph 7 of the Order of
Court dated 13 June 2006, that the application for the sanctioning
of the scheme will be made to the High Court of South Africa (Durban
and Coast Local Division) ("the Court") (case number 6368/2006),
located at the High Court, Masonic Grove, Durban on Wednesday, 23
August 2006 at 9:30 or so soon thereafter as Counsel may be heard.
5. UPDATE ON SALIENT DATES AND TIMES
The remaining important dates and times in relation to the scheme
are set out below.
2006
Court hearing to sanction the scheme at 9:30 Wednesday, 23 August
Announcement on SENS regarding the
sanctioning of the scheme Wednesday, 23 August
Announcement in the press regarding the
sanctioning of the scheme Thursday, 24 August
If the scheme is sanctioned:
Last day to trade in Illovo shares on the Friday, 25 August
JSE Limited ("the JSE") in order to be
recorded in the register to receive the
scheme consideration
The Order of Court will be lodged with the Monday, 28 August
Registrar on
Record date for the scheme, being the date Friday, 1 September
on which Illovo shareholders must be
recorded on the register in order to become
entitled to receive the scheme consideration
("scheme participants")
Operative date for the scheme, at the Monday, 4 September
commencement of trading on the JSE
The scheme consideration will be credited to
the accounts of scheme participants holding
dematerialised Illovo shares held at their
CSDP or broker and share balances updated Monday, 4 September
on
The scheme consideration and replacement Monday, 4 September
share certificates will be transferred or
posted (as the case may be) to scheme
participants holding certificated Illovo
shares whose documents of title are received
by the transfer secretaries before 12:00 on
Friday, 1 September 2006 on
Or
Failing the receipt of documents of title within five business
before 12:00 on Friday, 1 September 2006 days of receipt
thereof by the
transfer secretaries
Notes:
1. The abovementioned dates and times are South African times and
are subject to change. Any such change will be released on SENS and
published in the press.
2. Illovo shareholders may not dematerialise or rematerialise their
existing Illovo shares after Friday, 25 August 2006.
Dematerialisation and rematerialisation of Illovo shares will
recommence after Friday, 1 September 2006.
Mount Edgecombe
8 August 2006
Investment bank to Illovo
Standard Bank
Investment bank to ABF
Rothschild
Sponsor to Illovo
J.P. Morgan Equities
Attorneys to Illovo
Cliffe Dekker
Garlicke & Bousfield
Attorneys to ABF
Bowman Gilfillan
Date: 08/08/2006 05:15:38 PM Produced by the JSE SENS Department
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