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I-FUSION / BIDVEST - SALIENT DATES OF THE CONDITIONAL OFFER

Release Date: 15/06/2000 07:43
Code(s): IFS BVT
Wrap Text
I-FUSION HOLDINGS LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 83/13542/06)
("I-FUSION")
THE BIDVEST GROUP LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 05/21180/06)
("BIDVEST")

SALIENT DATES OF THE CONDITIONAL OFFER BY BIDVEST TO ACQUIRE ALL OR A PORTION OF THE ISSUED SHARES OF I-FUSION 1. INTRODUCTION
FURTHER TO THE ANNOUNCEMENT DATED 15 MAY 2000, INVESTEC BANK LIMITED IS AUTHORISED TO ANNOUNCE THAT, I-FUSION HAS UNDERTAKEN TO ISSUE 71 428 571 I-FUSION SHARES AT 70 CENTS PER I-FUSION SHARE TO BIDVEST IN TERMS OF A SPECIFIC ISSUE OF SHARES FOR CASH FOR R50 MILLION, IN AGGREGATE, ("SPECIFIC ISSUE OF SHARES FOR CASH") SUBJECT TO SHAREHOLDERS' APPROVAL, FOLLOWING WHICH AND SUBJECT TO CERTAIN CONDITIONS, BIDVEST WOULD OFFER TO ACQUIRE FROM THE I-FUSION SHAREHOLDERS, ALL OR A PORTION OF THEIR I-FUSION SHARES IN TERMS OF THE OFFER OR THE ALTERNATIVE OFFER AS DETAILED IN THE ANNOUNCEMENT DATED 15 MAY 2000.
I-FUSION SHAREHOLDERS DO NOT HAVE TO ACCEPT THE OFFER OR THE ALTERNATIVE OFFER AS BIDVEST INTENDS TO RETAIN THE LISTING OF I-FUSION ON THE JOHANNESBURG STOCK EXCHANGE ("JSE"). IN ORDER TO IMPLEMENT THE SPECIFIC ISSUE OF SHARES FOR CASH, THE OFFER AND THE ALTERNATIVE OFFER, I-FUSION INTENDS TO, INTER ALIA:
* AMEND ITS ARTICLES OF ASSOCIATION TO ALLOW FOR A REDUCTION OF CAPITAL TO BE IMPLEMENTED BY DIRECTORS "OR SHAREHOLDERS" RESOLUTION;
* REDUCE THE PAR VALUE OF ITS SHARES FROM 70 CENTS PER I-FUSION SHARE TO 0,1 CENT PER I-FUSION SHARE;
* INCREASE ITS AUTHORISED SHARE CAPITAL TO R1 000 000 DIVIDED INTO 1 000 000 000 I-FUSION ORDINARY SHARES OF 0,1 CENT EACH BY THE CREATION OF 925 273 840 I-FUSION ORDINARY SHARES OF 0,1 CENT EACH; AND
* AMEND THE I-FUSION SHARE SCHEME ("THE TRANSACTIONS"). 2 SALIENT DATES
2000
OFFER AND ALTERNATIVE OFFER OPENS AT 09:30 ON THURSDAY, 15 JUNE LAST DAY FOR RECEIPT OF FORMS OF PROXY IN RESPECT OF THE GENERAL MEETING OF I-FUSION SHAREHOLDERS
BY NOT LATER THAN 09:30 ON THURSDAY, 6 JULY GENERAL MEETING OF I-FUSION SHAREHOLDERS
TO BE HELD AT 09:30 ON FRIDAY, 7 JULY ANNOUNCEMENT IN RESPECT OF THE FULFILMENT OF
SUSPENSIVE CONDITIONS AND RESULTS OF GENERAL MEETING
PUBLISHED ON OR ABOUT TUESDAY, 11 JULY CHEQUES IN RESPECT OF THE OFFER AND ALTERNATIVE OFFER POSTED IN ANTICIPATION OF
THE CONDITIONS BEING FULFILLED FROM WEDNESDAY, 19 JULY EXISTING I-FUSION SHARE CERTIFICATES POSTED FOR
PARTIAL ACCEPTANCES ON OR ABOUT WEDNESDAY, 19 JULY SURRENDER CIRCULAR FOR THE REDUCTION OF THE
PAR VALUE OF I-FUSION SHARES POSTED ON OR ABOUT WEDNESDAY, 19 JULY OFFER AND ALTERNATIVE OFFER CLOSES AT 12:00 ON THURSDAY, 27 JULY LATE POSTAL ACCEPTANCE OF THE OFFER AND
ALTERNATIVE OFFER (POSTMARKED ON OR BEFORE 27 JULY 2000)
RECEIVED UNTIL 12:30 ON TUESDAY, 1 AUGUST ANNOUNCEMENT OF RESULTS OF THE OFFER AND
ALTERNATIVE OFFER PUBLISHED ON OR ABOUT THURSDAY, 3 AUGUST LAST DAY ON WHICH EXISTING I-FUSION SHARE CERTIFICATES WILL BE GOOD FOR DELIVERY ON THE JSE AT THE
CLOSE OF BUSINESS ON FRIDAY, 4 AUGUST THE REDUCTION OF THE PAR VALUE OF I-FUSION SHARES
BECOMES EFFECTIVE ON MONDAY, 7 AUGUST REPLACEMENT SHARE CERTIFICATES REFLECTING THE
REDUCTION OF THE PAR VALUE OF I-FUSION SHARES POSTED TO
SHAREHOLDERS WHO HAVE ALREADY SURRENDERED THEIR EXISTING
I-FUSION SHARE CERTIFICATES BY FRIDAY, 4 AUGUST 2000
ON OR ABOUT MONDAY, 7 AUGUST THE CONSIDERATION TO THE I-FUSION SHAREHOLDERS WILL BE POSTED TO THE
SHAREHOLDERS WHO VALIDLY ACCEPT THE OFFER OR THE ALTERNATIVE OFFER, WITHIN FIVE BUSINESS DAYS OF RECEIPT OF THE FORM OF ACCEPTANCE, ELECTION, TRANSFER AND SURRENDER AND RELEVANT DOCUMENTS OF TITLE BY THE TRANSFER SECRETARIES, PROVIDED THAT ALL THE CONDITIONS PRECEDENT HAVE BEEN FULFILLED AND THE OFFER AND THE ALTERNATIVE OFFER HAS BECOME UNCONDITIONAL.
THE ABOVE DATES AND TIMES ARE SUBJECT TO AMENDMENTS. ANY SUCH CHANGES WILL BE PUBLISHED IN THE PRESS. 3. DOCUMENTATION
A CIRCULAR CONTAINING DETAILS OF THE TRANSACTIONS WILL BE POSTED TO I-FUSION SHAREHOLDERS ON OR ABOUT 15 JUNE 2000. JOHANNESBURG 15 JUNE 2000 MERCHANT BANK INVESTEC CORPORATE FINANCE INVESTEC BANK LIMITED (REGISTRATION NUMBER 1969/004763/06) AUDITOR TO I-FUSION KPMG REGISTERED CHARTERED ACCOUNTANTS (SA) SPONSORING BROKERS INVESTEC SECURITIES LIMITED MEMBER OF THE JOHANNESBURG STOCK EXCHANGE REGISTRATION NO. 1972/008905/06 MERRILL LYNCH SOUTH AFRICA (PTY) LTD MEMBER OF THE JOHANNESBURG STOCK EXCHANGE REGISTRATION NUMBER 1995/001805/07 SG SECURITIES (JOHANNESBURG) (PROPRIETARY) LIMITED REG. NO. 96/05841/07 MEMBER OF THE JOHANNESBURG STOCK EXCHANGE INDEPENDENT ADVISER TO I-FUSION BARNARD JACOBS MELLET * SECURITIES (PTY) LTD. MEMBER OF THE JOHANNESBURG STOCK EXCHANGE (REGISTRATION NUMBER 1987/000175/07) ATTORNEYS TO I-FUSION WEBBER WENTZEL BOWENS ATTORNEYS TO BIDVEST WERKSMANS ATTORNEYS

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