| Wed 21 Feb 2007, 7:07 | | PTG - Peermont Global - Salient Dates And Times An |
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PTG
PTG
PTG - Peermont Global - Salient Dates And Times Announcement
Peermont Global Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1995/004449/06)
Share code: PTG
ISIN number: ZAE000058053
("Peermont Global")
SALIENT DATES AND TIMES ANNOUNCEMENT
Introduction
Shareholders of Peermont Global ("shareholders") are referred to the
announcement published on SENS on 21 November 2006 in which shareholders were
advised that a consortium of investors, led by the Mineworkers Investment
Company, through MIC Leisure (Proprietary) Limited and key members of
management, acting through Opalton Investments (Proprietary) Limited, had
submitted to the board of directors of Peermont Global, (the "Board") a firm
intention to make an offer to acquire the entire issued ordinary share
capital of Peermont Global (the "Opalton Offer") for a total cash
consideration of 1 290 cents per Peermont Global ordinary share, to be
effected by way of a scheme of arrangement ("the scheme") in terms of section
311 of the Companies Act 61 of 1973, as amended.
Scheme Meeting
Shareholders are advised that the High Court of South Africa has granted
Peermont Global leave to convene a scheme meeting ("the scheme meeting"), to
be held at 09h00 on Monday, 12 March 2007 at the offices of Webber Wentzel
Bowens, at 10 Fricker Road, Illovo, Gauteng, South Africa 2196.
Important dates and times
This announcement sets out below the expected salient dates and times in
relation to the scheme:
2007
Last day to trade in Peermont Global shares Friday, 2 March
on the JSE in order to be recorded on the
register to vote at the scheme meeting, by
17h00 on
Record date for voting to determine those Friday, 9 March
shareholders entitled to vote at the scheme
meeting, by 17h00 on
Last day to lodge form of proxy for the Friday, 9 March
scheme meeting, by 09h00 on
Forms of proxy may also be handed to the Monday, 12 March
chairperson of the scheme meeting up to 10
minutes before it commences on
Peermont Global scheme meeting held at 09h00 Monday, 12 March
on
Results of the scheme meeting released on Monday, 12 March
SENS on
Results of the scheme meeting published in Tuesday, 13 March
the South African press on
Court hearing to sanction the scheme Tuesday, 20 March
presently scheduled to be at 10h00 (or as
soon thereafter as Counsel may be heard) on
Results of the Court hearing and final dates Tuesday, 20 March
released on SENS on
Results of the Court hearing and final dates Thursday, 22 March
published in the South African press on
If the scheme is sanctioned and is unconditional:
Order of Court sanctioning the scheme Thursday, 22 March
registered by the Registrar on or about
Amount of final scheme consideration Thursday, 22 March
released on SENS on
Amount of final consideration published in Friday, 23 March
the South African press on
Last day to trade in Peermont Global shares Thursday, 29 March
in order to be recorded on the register on
the record date for the scheme on
Expected date for suspension of Peermont
Global`s listing on the JSE from
commencement of trade on the JSE on Friday, 30 March
Record date to participate in the scheme, by Thursday, 5 April
17h00 on
Last date and time for surrender forms Thursday, 5 April
(yellow) to be received by the transfer
secretaries (for the purposes of enabling
scheme consideration to be paid or credited
on the implementation date), by 12h00 on
Implementation date of the scheme at the Wednesday, 11 April
commencement of business on
Date from which the scheme consideration Wednesday, 11 April
will be made available or posted to
certificated scheme participants (subject to
documents of title to Peermont Global shares
having been received on or prior to the
record date for the scheme) on
Scheduled date from which the scheme
consideration will be credited/updated to
the accounts of the relevant CSDPs or "own
name" registered dematerialised scheme Wednesday, 11 April
participants, as the case may be, of
dematerialised scheme participants on STRATE
on
Termination of listing on the JSE on Thursday, 12 April
Notes:
1. The above dates and times and those referred to hereunder are indicative
only and are subject to change. Any change to any of the above dates and/or
times, approved if necessary by the JSE, the SRP and/or the Court, will be
advised by notification on SENS and in the press.
2. Shareholders should note that, as Peermont Global is trading in the
STRATE environment, settlement for trade takes place five business days after
such trade. Therefore, shareholders who acquire Peermont Global shares on the
JSE less than five business days before the record date for voting, will not
be eligible to vote at the scheme meeting (which record date is presently
scheduled to be Friday 9, March 2007).
3. Beneficial owners of dematerialised shares (other than own name
dematerialised scheme members) as at the record date for voting must provide
their CSDP or broker with their instructions for attendance or voting at the
scheme meeting in the manner stipulated in the custody agreement governing
the relationship between such beneficial owners and the relevant CSDP or
broker. These instructions must be provided to the CSDP or broker by the cut-
off time and date as per the provisions of the said custody agreement between
the CSDP or broker for instructions of this nature.
4. No dematerialisation or re-materialisation of Peermont Global share
certificates will take place from the last business day to trade in order to
be recorded on the register on the record date for the scheme (which last
business day to trade is presently scheduled to be Thursday, 29 March 2007).
5. All references to times in this document relate to South African local
times unless otherwise stated.
Potential competing offer
Shareholders are referred to the announcement dated 29 January 2007, in which
shareholders were advised that Peermont Global has received a non-binding,
conditional proposal from a consortium comprising London & Regional
Properties and Century Casinos Inc., (the "L&R/Century Consortium") to
acquire the entire issued share capital of Peermont Global (the "L&R/Century
Proposal"). The L&R/Century Proposal, which is subject, inter alia, to the
L&R/Century Consortium successfully completing a due diligence investigation,
may result in a firm offer containing terms more favourable than the Opalton
Offer.
As at the date of this announcement, the L&R/Century Casino Consortium has
not yet submitted a firm intention to make an offer. At least until such time
as a firm intention to make an offer is submitted and the Board recommends
the same to shareholders (if applicable, or otherwise as appropriate), the
Board will continue to facilitate the Opalton Offer. Shareholders are advised
to continue to exercise caution when dealing in Peermont Global`s shares
until a further announcement is made.
20 February 2007
Financial advisor and transaction sponsor to Peermont Global
JPMorgan
Attorneys to Peermont Global
Weber Wentzel Bowens
Independent advisor to Peermont Global
PricewaterhouseCoopers
Independent reporting accountants to Peermont Global
KPMG
Date: 21/02/2007 07:07:00 Produced by the JSE SENS Department.
