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I-Fusion Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1983/013542/06)
Share code: IFS ISIN: ZAE000026241
("I-Fusion")
The Bidvest Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1946/021180/06)
Share code: BVT ISIN: ZAE000008132
("Bidvest")
PROPOSED SCHEME OF ARRANGEMENT AND SALIENT DATES PURSUANT TO WHICH I-FUSION
WILL BE DELISTED FROM THE JSE SECURITIES EXCHANGE SOUTH AFRICA ("JSE")
1. INTRODUCTION
It was announced in the press on August 16 2001 that agreement had been
reached between Bidvest and I-Fusion in terms of which Bidvest will, subject
to the fulfilment of certain conditions precedent referred to in paragraph 5
below, extend an offer to the shareholders of I-Fusion, other than Bidvest
("the minorities"), to acquire all their I-Fusion shares ("the offer").
Bidvest and I-Fusion have subsequently agreed that instead of the offer,
Bidvest would propose the scheme of arrangement in terms of section 311 of
the Companies Act, 1973 (Act 61 of 1973), as amended ("the scheme"), by way
of a cash payment of R0,45 (forty-five cents) per I-Fusion share.
If any of the conditions precedent to the scheme are not fulfilled, the
minorities will be entitled to accept a conditional substitute offer by
Bidvest in respect of their I-Fusion shares, for the same consideration as
the scheme ("the substitute offer").
2. IRREVOCABLE UNDERTAKINGS
Shareholders holding 24 729 328 I-Fusion shares, representing 77,49% of the
minorities, have irrevocably undertaken to accept the offer in respect of
all their shares in I-Fusion.
3. OPINIONS, RECOMMENDATIONS AND UNDERTAKINGS
The directors of I-Fusion have considered the terms of the scheme and are of
the unanimous opinion that they are fair and reasonable to the minorities.
Accordingly, the board of directors of I-Fusion support the scheme and
recommend that minorities vote in favour thereof. The directors of I-Fusion
intend to vote in favour of the scheme at the scheme meeting in respect of
their own holdings of I-Fusion shares.
Barnard Jacobs Mellet Corporate Finance (Proprietary) Limited ("BJM"),
acting as independent adviser to the minorities, has considered the terms of
the scheme and is of the opinion that they are fair and reasonable to the
minorities. A copy of BJM's opinion in this regard will be included in the
documentation to be issued in relation to the scheme ("scheme
documentation"). Minorities who, collectively, hold approximately 77,49% of
the total number of shares eligible to vote on the scheme, have indicated
that they intend to vote all of their shares in favour of the scheme and, if
any of the conditions precedent to the scheme are not fulfilled, to accept
the substitute offer.
4. TERMINATION OF I-FUSION LISTING ON THE JSE
Application will be made for the termination of I-Fusion's listing on the
JSE with effect from the operative date of the scheme. Full details of the
acceptance and surrender procedure of I-Fusion share certificates and other
documents of title will be contained in the scheme documentation.
5. CONDITIONS PRECEDENT
The scheme is conditional, inter alia, upon the following:
- the approvals, insofar as may be necessary, of the scheme documentation by
the JSE, the Securities Regulation Panel and the Exchange Control Division
of the South African Reserve Bank;
- the scheme or the substitute offer, whichever is applicable, will be
conditional upon, inter alia, the approval by at least 75% of the minorities
present and voting at the scheme meeting or the acceptance of the substitute
offer by at least 90% of the minorities, which 90% threshold Bidvest may
elect to waive;
- the sanction of the scheme by the High Court of South Africa (Transvaal
Provincial Division) ("the Court"); and
- registration of the Order of Court by the Registrar of Companies.
The above conditions precedent are to be fulfilled by not later than
Friday, November 30 2001. If the conditions precedent are not met, the
scheme will not take effect and will not become operative.
6. SALIENT DATES AND TIMES PERTAINING TO THE SCHEME
2001
Last day to trade I-Fusion shares on the JSE
in order to be able to vote at the scheme meeting
(see note 1 below) Thursday, October 11
Record date in order to vote at the scheme meeting Thursday, October 18
Last day to lodge forms of proxy for the
scheme meeting (by 09:00) Friday, October 19
Scheme meeting held (at 09:00) Monday, October 22
Final data announcement Friday, October 26
Court hearing to sanction the scheme Tuesday, October 30
Publish results of Court hearing Thursday, November 1
Expected last day to trade I-Fusion shares on the JSE
in order to be registered on the record date
for the scheme Friday, November 2
Expected date of suspension of I-Fusion's listing
on the JSE from the commencement of business Monday, November 5
Expected record date to determine participation
in the scheme by the close of business Friday, November 9
Expected operative date of the scheme at the
commencement of business, Monday, November 12
Expected date of termination of I-Fusion's listing
on the JSE from the commencement of business. Monday, November 12
Expected date from which the scheme consideration
will be made available or posted to certificated
scheme participants (if documents of title are
received on or prior to the record date for the
scheme) or, failing that, within five business days
of receipt thereof by the transfer secretaries.
Dematerialised scheme participants will have the
scheme consideration credited to them in terms of
the custody agreement entered into between the
scheme participant and the Central Securities
Depository Participant or broker. Monday, November 12
Notes:
1. I-Fusion shareholders should note that, as I-Fusion is now trading in the
STRATE environment, settlement for trade takes place five business days
after the date of trade. Therefore, I-Fusion shareholders who acquire I-
Fusion shares after the last day to trade in I-Fusion shares (in order to be
registered by Thursday, October 18 2001) will not be eligible to vote at the
scheme meeting.
2. No dematerialisation of I-Fusion shares will take place between Monday,
October 29 2001 and Friday, November 9 2001, both days inclusive.
3. If a form of proxy is not received by the time and date shown above, it
may be handed to the chairman of the scheme meeting no later than 30 minutes
before the scheme meeting is due to commence.
4. The above dates and times are subject to change by agreement between
Bidvest and I-Fusion. Any such amendment will be announced on the Stock
Exchange News Service ("SENS") and in the press.
7. SCHEME DOCUMENTATION
The documentation relating to the scheme will be posted today to I-Fusion
shareholders registered at the close of business on Tuesday, October 2
2001. I-Fusion shareholders are also referred to the notice of scheme
meeting published simultaneously with this announcement.
Sandton
October 5 2001
Merchant bank
Investec Bank Limited
(Registration number 1969/004763/06)
Lead sponsor to Bidvest and sponsor to I-Fusion
Investec Securities Limited
Member of the JSE
Registration No. 1972/008905/06
Attorneys to the transaction
Werksmans Attorneys
Co-sponsor to Bidvest
Merrill Lynch South Africa (Pty) Ltd
Registration number 1995/001805/07
Registered Sponsor and member of the
JSE Securities Exchange South Africa
Independent adviser to the minorities
Barnard Jacobs Mellet
Corporate Finance
Reporting accountants and auditors to I-Fusion
KPMG
Registered Chartered Accountants (SA)
(Registration number 1999/021543/21)
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