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Astral/Natchix - Salient dates of the proposed scheme of arrangement coupled

Release Date: 05/09/2001 17:35
Code(s): NCX ARL
Wrap Text

with an offer in terms of section 440K of the Companies Act Astral Foods Limited (Share code: ARL) (ISIN number ZAE000029757) (Registration number 1978/003194/06) ("Astral") National Chick Limited (Share code: NCX) (ISIN number ZAE000010591) (Registration number 1980/008743/06) ("Natchix")
Salient dates of the proposed scheme of arrangement coupled with an offer in terms of section 440K of the Companies Act 1. Introduction
It was announced in the press on Friday 10 August 2001 that Astral intended to make an offer to acquire all the shares in Natchix not already owned by it, at a price of 200 cents per share.
Astral will propose a scheme of arrangement in terms of section 311 of the Companies Act, 1973 (Act 61 of 1973) which, if implemented, will result in Natchix becoming a wholly-owned subsidiary of Astral and the listing of Natchix shares on the JSE Securities Exchange South Africa ("JSE") being terminated.
The scheme will be proposed by Astral between Natchix and its shareholders other than Astral. The scheme is coupled with an offer in terms of section 440K of the Companies Act, which will take effect if the scheme does not become operative ("the offer"). 2. Scheme meeting
Natchix shareholders are advised that application to the High Court to convene the scheme meeting will be made on Tuesday 11 September 2001. If the court gives leave to convene the scheme meeting, a circular
containing details of the scheme and offer will be posted to Natchix shareholders on Wednesday 12 September 2001. 3. Important dates and times
2001 Court grants leave to convene meeting on Tuesday 11 September Circular posted to Natchix shareholders on Wednesday 12 September Last day to trade in order to vote at
the scheme meeting Tuesday 25 September Record date to vote at the scheme meeting Tuesday 2 October Last day for receipt of proxies for the
scheme meeting by 11:00 on Wednesday 3 October Scheme meeting held at 11:00 on Thursday 4 October Final date announcement Friday 12 October Court hearing to sanction the scheme on Monday 15 October If the scheme is sanctioned and implemented:
Results of the scheme published on Tuesday 16 October Last day to trade for shareholders wishing
to receive the scheme consideration Friday 19 October Suspension of listing of Natchix at
commencement of trading on Monday 22 October Record date on which shareholders must be registered to receive the scheme
consideration on Friday 26 October Termination of listing of the shares on
the JSE at the commencement of trading on Monday 29 October Operative date of the scheme at the
commencement of trading on Monday 29 October Scheme consideration cheques posted to scheme participants (if documents of title are received on or prior
to the closing date of the offer) on Monday 29 October Or, failing receipt of documents of title on or before the closing date of the offer, within five business days of receipt thereof by the transfer secretaries. If the scheme is not implemented and the offer becomes operative: Press announcement that the offer will
become operative published by no later than Tuesday 16 October
Offer opens at 09:00 on Wednesday 17 October Last day to trade for shareholders wishing
to receive the offer consideration Friday 2 November Offer closes at 16:00 (assuming no extension
of the offer) on Friday 9 November Offer consideration cheques posted to shareholders (if documents of title are received on or prior to the closing date
of the offer) on Monday 12 November Or, failing receipt of documents of title on or before the closing date of the offer, within five business days of receipt thereof by the transfer secretaries. Results of the offer and notice in terms
of section 440K, if applicable, published on Monday 12 November Compulsory acquisition of the shares becomes effective (if applicable and assuming no
extension of the offer) on Monday 24 December Notes:
1. If forms of proxy in respect of the scheme meeting are not received by the time and date shown above, they may be handed to the Chairman of the scheme meeting not later than 10 minutes before the commencement of the scheme meeting.
2. The abovementioned dates and times may be changed. Any such change will be published in the press and on the Stock Exchange News Service.
3. If the offer takes effect and, on or prior to the closing date of the offer, it has been accepted by Natchix shareholders holding not less than 90% of the shares subject to the offer, Astral reserves the right to invoke the provisions of section 440K(1) of the Companies Act. In such event, an appropriate announcement will immediately be published in the press.
4. Independent adviser's opinion and recommendation
BoE Merchant Bank, a division of BoE Bank Limited ("BoEMB") has advised the board of directors of Natchix that it has considered the terms and
conditions of the scheme and the offer and is of the opinion that the consideration offered is fair and reasonable to Natchix shareholders. Accordingly, BoEMB recommends that Natchix shareholders vote in favour of the scheme or, if applicable, accept the offer. 5. Documentation
The JSE and the Securities Regulation Panel have approved the circular relating to the scheme and the offer, which will be posted to shareholders on Wednesday 12 September 2001.
Pretoria Umlaas Road
5 September 2001 5 September 2001 Adviser and transactional sponsor to Astral RAND MERCHANT BANK CORPORATE FINANCE A Division of FirstRand Bank Limited Independent adviser to Natchix BoE Merchant Bank A Division of BoE Bank Limited Co. Reg. No. 1951/000847/06 Sponsor to Astral ING BARINGS Sponsor to Natchix BoE SECURITIES (Pty) Ltd
Member of the JSE Securities Exchange South Africa Co. Reg. No. 1995/012240/07

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