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ABU - a.b.e. Construction Chemicals Limited - Proposed scheme of arrangement:
salient dates
a.b.e. Construction Chemicals Limited
(Incorporated in the Republic of South Africa)
Registration Number: 1982/005383/06
Share Code: ABU ISIN: ZAE000102059
("a.b.e." or "the Company")
PROPOSED SCHEME OF ARRANGEMENT: SALIENT DATES
Introduction
Shareholders are referred to the announcement released on SENS on 24 May 2010
("the firm intention announcement") detailing the proposed scheme of
arrangement in terms of section 311 of the Companies Act, No. 61 of 1973, as
amended, proposed by Chryso Southern Africa (Proprietary) Limited ("Chryso")
between a.b.e. and the shareholders of a.b.e. ("scheme members") in terms of
which Chryso wishes to acquire 100% of the issued shares in a.b.e., which
constitutes a total of 100 000 000 shares ("scheme shares"), for a total cash
consideration of R200 000 000, equalling R2.00 per scheme share ("scheme
consideration") ("the scheme"). The Company has made application to the JSE
Limited ("the JSE") for the termination of the listing of its shares on the
JSE after the scheme becomes operative.
The salient dates in relation to the scheme are as follows:
2010
Notice of scheme meeting convening scheme
meeting published in the press and circular
posted to a.b.e. shareholders
Last day to trade in a.b.e. shares in order to Friday, 30 July 2010
be recorded in the register to vote at the
scheme meeting (see note 2)
Wednesday, 11 August 2010
Scheme meeting record date Wednesday, 18 August 2010
Last day for receipt of forms of proxy for the
scheme meeting by 09:30 (see notes 5 and 6) on
Thursday, 19 August 2010
Scheme meeting to be held at 09:30 on Monday, 23 August 2010
Results of the scheme meeting announced on SENS
Monday, 23 August 2010
Results of the scheme meeting published in the
press Tuesday, 24 August 2010
Scheme chairperson`s report lies for inspection
from Tuesday, 24 August 2010
Court hearing to sanction the scheme at 09:30 or
as soon thereafter as Counsel may be heard on
Tuesday, 7 September 2010
Announcement on SENS regarding the result of the
Court hearing to sanction the scheme on or about
Tuesday, 7 September 2010
Announcement in the press regarding the result
of the Court hearing to sanction the scheme on
or about Wednesday, 8 September 2010
The dates below are subject to the fulfilment of
the conditions precedent detailed in the firm
intention announcement. To the extent that any
of the conditions precedent is not fulfilled by
Thursday, 9 September 2010, the dates set out
below will be delayed accordingly and any such
changes will be announced on SENS and published
in the press. This may occur in light of the
length of time which may be required to obtain
the approval of the competition authorities.
Expected date of registration of the Court Order
sanctioning the scheme by the Registrar on or
about Thursday, 9 September 2010
Expected last day to trade in a.b.e. shares on
the JSE in order for a.b.e. shareholders to be
eligible to receive the scheme consideration on
Thursday, 16 September 2010
Expected date of suspension of a.b.e.`s listing
on the JSE from the commencement of business on
Friday, 17 September 2010
Expected consideration record date at 17:00 on
Thursday, 23 September 2010
Expected operative date Monday, 27 September 2010
The scheme consideration is expected to be
transferred or posted (as the case may be), to
certificated scheme participants whose documents
of title are received by the transfer
secretaries on or before 12:00 on Thursday, 23
September 2010 on or about
Monday, 27 September 2010
Or
failing receipt of documents of title on or
before 12:00 on Thursday, 23 September 2010,
within five business days of receipt thereof by
the transfer secretaries.
The scheme consideration is expected to be
credited to the dematerialised scheme
participants` accounts held at their CSDP or
broker and share balances updated on
Monday, 27 September 2010
Termination of listing of a.b.e. shares from the
JSE at the commencement of trade
Tuesday, 28 September 2010
Upon the scheme becoming operative, dematerialised scheme participants will
have their shareholdings transferred to Chryso and the scheme consideration
credited to them in terms of the custody agreement entered into between such
scheme participants and their Central Securities Depository Participant or
broker.
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. a.b.e. shareholders are advised that, as trading in shares on the JSE is
settled within the Strate environment five business days following the
trade, shareholders acquiring dematerialised a.b.e. shares after
Wednesday, 11 August 2010 will not be eligible to vote at the scheme
meeting.
3. Dematerialised scheme members, other than "own-name" dematerialised
scheme members, must provide their CSDP or broker with their
instructions for voting at the scheme meeting by the cut-off time and
date advised by the CSDP or broker for instructions of this nature or
obtain a letter of representation from the CSDP or broker to attend the
scheme meeting.
4. No dematerialisation or rematerialisation of existing a.b.e. shares will
take place after Thursday, 16 September 2010.
5. If a form of proxy for the scheme meeting is not received by the date
and time shown above, it may be handed to the chairperson of the scheme
meeting by not later than ten minutes before the scheme meeting is due
to commence.
6. If the scheme meeting is adjourned or postponed, forms of proxy must be
received by no later than 48 hours prior to the time of the adjourned or
postponed scheme meeting, or not later than ten minutes before the
adjourned or postponed scheme meeting is due to commence if handed to
the chairperson of the scheme meeting. For the purpose of calculating
the latest time by which forms of proxy must be received, Saturdays,
Sundays and South African public holidays will be excluded.
29 July 2010
Designated Advisor: PSG Capital (Proprietary) Limited
Legal advisors to a.b.e.: Prinsloo, Tindle & Andropoulos Inc.
Legal advisors to Chryso: Bowman Gilfillan Inc.
Date: 29/07/2010 07:05:04 Supplied by www.sharenet.co.za
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