| Thu 7 Sep 2006, 16:25 | | Peregrine Holdings Limited - BEE Transaction - Cir |
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PGR
PGR
Peregrine Holdings Limited - BEE Transaction - Circular and Salient Dates
Peregrine Holdings Limited
(Registration number 1994/006026/06)
JSE code: PGR & ISIN code: ZAE000015152
("Peregrine" or "the company")
BEE TRANSACTION - CIRCULAR AND SALIENT DATES
A circular relating to Peregrine"s BEE transaction was issued to Peregrine
shareholders on Wednesday, 6 September 2006. The BEE transaction comprises,
inter alia:
* the sale of 4,000,000 designated treasury shares to the BEE consortium (at
a price of R0,001 per share); and
* a scheme of arrangement in terms of section 311 of the Companies Act
proposed by the BEE consortium between Peregrine and its ordinary
shareholders (other than the excluded parties as defined in the circular)
for the acquisition by the BEE consortium of 136 ordinary shares for every
1,000 ordinary shares held by each scheme participant on the record date
(subject to the application of rounding principles), as against payment of
the scheme consideration of R7.50 per share.
The salient dates for the implementation of the BEE transaction are as follows:
Last day to trade ordinary shares on the JSE in
order to be recorded in the register of members
of Peregrine to vote at the scheme meeting on Monday, 18 September 2006
(note 2)
Record date to vote at the scheme meeting at Tuesday, 26 September 2006
17:00 on
Last day for receipt of forms of proxy for the
general meeting by 10:00 on (note 3) Wednesday, 27 September 2006
Last day for receipt of forms of proxy for the
scheme meeting by 10:30 on (notes 4 and 5) Wednesday, 27 September 2006
General meeting to be held at 10:00 on Thursday, 28 September 2006
Scheme meeting to be held at 10:30 or
immediately after the preceding general meeting
(whichever is the later) on Thursday, 28 September 2006
Announcement of results of the scheme meeting
and the general meeting on SENS on Thursday, 28 September 2006
Announcement of results of the scheme meeting
and the general meeting in the press on Friday, 29 September 2006
Court hearing to sanction the scheme on Tuesday, 10 October 2006
Announcement on SENS regarding the sanctioning Tuesday, 10 October 2006
of the scheme on
Announcement in the press regarding the Wednesday, 11 October 2006
sanctioning of the scheme on
If the scheme is sanctioned and implemented:
Expected last day to trade ordinary shares on
the JSE in order for scheme participants to be
eligible to receive the scheme consideration on Friday, 13 October 2006
(note 6)
Expected first day to trade ordinary shares
(under the new ISIN of ZAE000078127) on the JSE Monday, 16 October 2006
ex entitlement to the scheme consideration on
Expected record date, being the date on which
scheme members must be recorded in the register
of members of Peregrine in order to be scheme
participants and so become entitled to receive Friday, 20 October 2006
the scheme consideration, at 17:00 on
Expected operative date of the scheme, at the
commencement of trading on the JSE on Monday, 23 October 2006
The scheme consideration expected to be
transferred or posted (as the case may be), and
new share certificates expected to be posted, to
certificated scheme participants whose documents Monday, 23 October 2006
of title are received by the transfer
secretaries before 12:00 on Friday, 20
October 2006 on or about
Or
failing receipt of documents of title before
12:00 on Friday, 20 October 2006, within five
business days of receipt thereof by the transfer
secretaries
The scheme consideration expected to be credited Monday, 23 October 2006
to the dematerialised scheme participants"
accounts held at their CSDP or broker and share
balances updated on
Notes:
1. THE ABOVEMENTIONED TIMES AND DATES ARE SOUTH AFRICAN TIMES AND DATES, AND
ARE SUBJECT TO CHANGE. ANY SUCH CHANGE WILL BE PUBLISHED ON SENS AND IN THE
PRESS.
2. SHAREHOLDERS ARE ADVISED THAT AS TRADING IN ORDINARY SHARES ON THE JSE IS
SETTLED WITHIN THE STRATE ENVIRONMENT FIVE BUSINESS DAYS FOLLOWING THE
TRADE, SHAREHOLDERS ACQUIRING DEMATERIALISED SHARES AFTER MONDAY, 18
SEPTEMBER 2006 WILL NOT BE ELIGIBLE TO VOTE AT THE SCHEME MEETING.
3. IF THE DATE OF THE GENERAL MEETING IS ADJOURNED OR POSTPONED, FORMS OF
PROXY MUST BE RECEIVED BY NO LATER THAN 24 HOURS PRIOR TO THE TIME OF THE
ADJOURNED OR POSTPONED GENERAL MEETING, PROVIDED THAT FOR THE PURPOSES OF
CALCULATING THE LATEST TIME BY WHICH FORMS OF PROXY MUST BE RECEIVED,
SATURDAYS, SUNDAYS AND PUBLIC HOLIDAYS WILL BE EXCLUDED.
4. 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 CHAIRPERSON OF THE SCHEME MEETING
BY NOT LATER THAN 10 MINUTES BEFORE THE SCHEME MEETING IS DUE TO COMMENCE.
5. IF THE DATE OF THE SCHEME MEETING IS ADJOURNED OR POSTPONED, FORMS OF PROXY
MUST BE RECEIVED BY NO LATER THAN 24 HOURS PRIOR TO THE TIME OF THE
ADJOURNED OR POSTPONED SCHEME MEETING, PROVIDED THAT FOR THE PURPOSES OF
CALCULATING THE LATEST TIME BY WHICH FORMS OF PROXY MUST BE RECEIVED,
SATURDAYS, SUNDAYS AND PUBLIC HOLIDAYS WILL BE EXCLUDED.
6. SHAREHOLDERS MAY NOT DEMATERIALISE OR REMATERIALISE THEIR EXISTING ORDINARY
SHARES AFTER FRIDAY, 13 OCTOBER 2006. DEMATERIALISATION AND
REMATERIALISATION OF NEW ORDINARY SHARES WILL RECOMMENCE AFTER MONDAY,
23 OCTOBER 2006.
Sandton
7 September 2006
Corporate advisor and sponsor
Java Capital (Proprietary) Limited
Date: 07/09/2006 04:26:01 PM Produced by the JSE SENS Department
