Wrap Text
GROUP FIVE LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 1969/000032/06)
("GROUP FIVE")
GROUP FIVE HOLDINGS LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 1988/000321/06)
("HOLDINGS")
SM GOLDSTEIN LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 1948/029577/06)
("GOLDSTEIN")
(GROUP FIVE, HOLDINGS AND GOLDSTEIN, COLLECTIVELY, "THE GROUP")
SALIENT DATES OF THE PROPOSED RESTRUCTURING OF THE GROUP
FURTHER TO THE ANNOUNCEMENT DATED 23 OCTOBER 2000, WHICH INDICATED THAT THE
BOARDS OF DIRECTORS OF THE GROUP COMPANIES HAVE RESOLVED, SUBJECT TO CERTAIN
CONDITIONS PRECEDENT, TO PROPOSE THAT THE GROUP BE RESTRUCTURED ("THE
RESTRUCTURING") AND TO PROPOSE CERTAIN AMENDMENTS TO THE GROUP FIVE SHARE
INCENTIVE SCHEME, NEDCOR INVESTMENT BANK LIMITED IS AUTHORISED TO ANNOUNCE THE
SALIENT DATES, TIMES AND FEATURES OF THE RESTRUCTURING.
THE SALIENT FEATURES OF THE PROPOSED RESTRUCTURING ARE:
* ALL THE AUTHORISED AND ISSUED GROUP FIVE "N" ORDINARY SHARES OF 0,5 CENT EACH
AND GROUP FIVE ORDINARY SHARES OF 50 CENTS EACH WILL BE CONVERTED TO NEW GROUP
FIVE ORDINARY SHARES OF NO PAR VALUE ON A ONE-FOR-ONE BASIS ("THE CONVERSION");
* GROUP FIVE WILL INCREASE ITS AUTHORISED SHARE CAPITAL TO A TOTAL OF 150 000
000 NEW GROUP FIVE ORDINARY SHARES OF NO PAR VALUE;
* HOLDINGS WILL DISTRIBUTE ITS ENTIRE SHAREHOLDING IN GROUP FIVE TO ITS
SHAREHOLDERS, ON THE BASIS OF ONE GROUP FIVE SHARE PER HOLDINGS SHARE TO
HOLDINGS SHAREHOLDERS, OTHER THAN GOLDSTEIN, WHICH WILL RECEIVE THE REMAINING
GROUP FIVE SHARES, REGISTERED AS SUCH ON THE RECORD DATE ("THE FIRST
UNBUNDLING");
* GOLDSTEIN WILL DISTRIBUTE ITS ENTIRE SHAREHOLDING IN GROUP FIVE, WHICH IT
RECEIVES PURSUANT TO THE FIRST UNBUNDLING, TO ITS SHAREHOLDERS, ON THE BASIS OF
ONE GROUP FIVE SHARE PER GOLDSTEIN SHARE TO GOLDSTEIN SHAREHOLDERS, OTHER THAN
NORMAC ROOFING SYSTEMS (PROPRIETARY) LIMITED (A WHOLLY-OWNED SUBSIDIARY OF
GROUP FIVE), WHICH WILL RECEIVE THE REMAINING GROUP FIVE SHARES, REGISTERED AS
SUCH ON THE RECORD DATE ("THE SECOND UNBUNDLING");
* THE REASON FOR THE FIRST UNBUNDLING AND THE SECOND UNBUNDLING (COLLECTIVELY,
"THE UNBUNDLINGS") BEING IMPLEMENTED ON THE AFORESAID BASIS RELATES TO THE
ORIGINAL INTENTION BEHIND THE GROUP STRUCTURE AND IT IS THE BEST POSSIBLE
MANNER TO ACHIEVE EQUITY AMONGST SHAREHOLDERS;
* AFTER THE UNBUNDLINGS GOLDSTEIN AND HOLDINGS WILL HAVE THEIR LISTINGS
TERMINATED; AND
* AFTER THE UNBUNDLINGS, HOLDINGS AND GOLDSTEIN WILL EFFECT A MEMBERS'
VOLUNTARY WINDING-UP, DURING WHICH LIQUIDATION DIVIDENDS, IF ANY, WILL BE PAID.
THE SALIENT DATES AND TIMES OF THE RESTRUCTURING ARE SET OUT BELOW:
2000
PROXIES FOR THE GROUP FIVE, HOLDINGS AND
GOLDSTEIN GENERAL MEETINGS AND CLASS MEETINGS
TO BE RECEIVED BY 14:00 ON THURSDAY, 23 NOVEMBER
GROUP FIVE GENERAL MEETING TO BE HELD AT 09:00 ON MONDAY, 27 NOVEMBER
GROUP FIVE ORDINARY SHAREHOLDER MEETING TO BE HELD
IMMEDIATELY AFTER THE CONCLUSION OF THE
GROUP FIVE GENERAL MEETING ON MONDAY, 27 NOVEMBER
GROUP FIVE "N" SHAREHOLDER MEETING TO BE HELD
IMMEDIATELY AFTER THE CONCLUSION OF THE GROUP FIVE
ORDINARY SHAREHOLDER MEETING ON MONDAY, 27 NOVEMBER
HOLDINGS GENERAL MEETING TO BE HELD IMMEDIATELY AFTER
THE CONCLUSION OF THE GROUP FIVE "N" SHAREHOLDER
MEETING ON MONDAY, 27 NOVEMBER
GOLDSTEIN GENERAL MEETING TO BE HELD IMMEDIATELY AFTER
THE CONCLUSION OF THE HOLDINGS GENERAL MEETING ON MONDAY, 27 NOVEMBER
LISTINGS OF HOLDINGS AND GOLDSTEIN SHARES ON THE
JOHANNESBURG STOCK EXCHANGE ("THE JSE") SUSPENDED
WITH EFFECT FROM CLOSE OF TRADING ON (SEE NOTE 2) WEDNESDAY, 29 NOVEMBER
LAST DATE TO REGISTER AS A GROUP FIVE SHAREHOLDER
IN ORDER TO PARTICIPATE IN THE CONVERSION OF GROUP
FIVE "N" AND GROUP FIVE ORDINARY SHARES TO NEW GROUP
FIVE ORDINARY SHARES ON FRIDAY, 1 DECEMBER
LAST DATE TO REGISTER AS A SHAREHOLDER OF HOLDINGS AND
GOLDSTEIN IN ORDER TO PARTICIPATE IN THE UNBUNDLING OF
THEIR RESPECTIVE SHAREHOLDINGS IN GROUP FIVE AND THE
LIQUIDATION DIVIDENDS ON FRIDAY, 1 DECEMBER
LISTINGS OF HOLDINGS, GOLDSTEIN, GROUP FIVE "N" AND
GROUP FIVE ORDINARY SHARES ON THE JSE TO BE TERMINATED
WITH EFFECT FROM THE CLOSE OF TRADING ON (SEE NOTE 3) FRIDAY, 1 DECEMBER
NEW SHARE CERTIFICATES IN RESPECT OF THE CONVERSIONS
AND THE UNBUNDLINGS POSTED TO HOLDINGS AND GOLDSTEIN
SHAREHOLDERS BY REGISTERED POST ON (SEE NOTE 4) MONDAY, 4 DECEMBER
LISTING OF NEW GROUP FIVE ORDINARY SHARES OF
NO PAR VALUE COMMENCES ON THE JSE MONDAY, 4 DECEMBER
NOTES:
1. THE ABOVE DATES AND TIMES ARE SUBJECT TO AMENDMENT. ANY AMENDMENTS TO THE
ABOVE DATES AND TIMES WILL BE PUBLISHED IN THE PRESS.
2. LISTINGS OF HOLDINGS AND GOLDSTEIN SHARES ON THE JSE WILL BE SUSPENDED UPON
THE FULFILMENT OF CERTAIN CONDITIONS PRECEDENT BUT NO LATER THAN WEDNESDAY, 29
NOVEMBER 2000.
3. ALL DEALINGS IN HOLDINGS, GOLDSTEIN AND GROUP FIVE "N" AND EXISTING GROUP
FIVE ORDINARY SHARES ON THE JSE DURING THE WEEK ENDING FRIDAY, 1 DECEMBER 2000
WILL BE FOR IMMEDIATE SETTLEMENT.
4. NEW SHARE CERTIFICATES WHICH ARISE FROM THE CONVERSION WILL BE POSTED TO
SHAREHOLDERS OF GROUP FIVE ON MONDAY, 4 DECEMBER 2000, PROVIDED THAT THE
RELEVANT GROUP FIVE "N" AND GROUP FIVE ORDINARY SHAREHOLDERS HAVE SURRENDERED
THEIR DOCUMENTS OF TITLE BY THE RECORD DATE, OR FAILING WHICH WITHIN FIVE
BUSINESS DAYS OF THE RELEVANT DOCUMENTS OF TITLE HAVING BEEN SURRENDERED.
ALL DOCUMENTATION RELATING TO THE RESTRUCTURING AND THE AMENDMENT OF THE SHARE
INCENTIVE SCHEME WILL BE DISPATCHED TO SHAREHOLDERS OF GROUP FIVE, HOLDINGS AND
GOLDSTEIN TODAY.
JOHANNESBURG
1 NOVEMBER 2000
INVESTMENT BANK
NEDCOR INVESTMENT BANK
CORPORATE LAW ADVISERS AND CONSULTANTS
EDWARD NATHAN & FRIEDLAND (PTY) LTD
(REGISTRATION NUMBER 1999/026464/07)
SPONSORING BROKER
SG SECURITIES (JOHANNESBURG) (PROPRIETARY) LIMITED
REGISTRATION NUMBER 1996/005841/07
(MEMBER OF THE JOHANNESBURG STOCK EXCHANGE)