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PPC - Implementation of scheme and revised timetable

Release Date: 01/10/2001 07:16
Code(s): PPC
Wrap Text
Pretoria Portland Cement Company Limited
(Incorporated in the Republic of South Africa)
(Registration number 1892/000667/06)
("PPC")
Share code: PPC
ISIN number: ZAE 000005559
Portland Holdings Limited
(Incorporated in the Republic of Zimbabwe)
(Registration number 83/46)
("Porthold")
Share code: POR
ISIN number: ZW 0009011421
Implementation of scheme and revised timetable

Further to the announcement dated 10 September 2001, shareholders of PPC and Porthold are advised that two further conditions precedent to the scheme of arrangement, proposed by PPC in terms of section 191 of the Zimbabwe Companies Act, Chapter 24:03, as amended, between Porthold and its shareholders ("the scheme"), have been fulfilled. In this regard:
* the Industry and Trade Competition Commission of Zimbabwe ("the Commission") has approved the proposed merger of PPC and Porthold, subject to the condition that PPC should honour its commitment to maintain Porthold as a going concern and to continue producing cement in Zimbabwe. Should PPC decide in future to dispose of Porthold by sale or otherwise, it shall consult the Commission prior to finalising such disposal; and
* the High Court of Zimbabwe has sanctioned the scheme.
The final condition precedent to the scheme is the delivery for registration of a copy of the scheme document and the Order of Court sanctioning the scheme to the Registrar of Companies in Zimbabwe ("the Registrar"). This is expected to occur by Thursday, 11 October 2001 and the scheme will therefore become operative on Thursday, 18 October 2001.
A revised timetable together with instructions to Porthold shareholders as to the action to be taken in order to claim the scheme consideration is set out below. REVISED TIMETABLE 1
2001 Suspension of Porthold shares on the JSE
Securities Exchange South Africa ("JSE") from Wednesday, 10 October the commencement of business on Delivery of the scheme document and the Order of
Court to the Registrar for registration by Thursday, 11 October Record date to determine participation in the
scheme at the close of business on 2 Friday, 12 October Termination of the listings of Porthold shares on the Zimbabwe Stock Exchange ("ZSE") and the
JSE with effect from the commencement of Monday, 15 October business on
Operative date of the scheme Thursday, 18 October Scheme consideration to be posted to Porthold Thursday, 18 October shareholders from (If documents of title are received prior to the record date, failing which, within 5 business days of receipt thereof by the transfer secretaries) Listings of new PPC shares on the ZSE and the
JSE from the commencement of business on Thursday, 18 October Notes:
1 The above dates and times are subject to amendment. Any amendment will be published in the Zimbabwean and South African press.
2 Transactions in Porthold shares on the ZSE and the JSE for the week ending Friday, 12 October 2001 will be for immediate settlement.
Porthold shareholders' attention is drawn to the fact that, in terms of a ruling of the ZSE, if they fail to make an election as to the form of scheme consideration they wish to receive, they will receive the cash and share alternative of the scheme consideration, which is the cash equivalent of US$ 47.277, to be paid through normal banking channels, plus 2.447 new PPC shares for each 100 Porthold shares held on the record date, being Friday, 12 October 2001. Porthold shareholders are accordingly urged to ensure that forms of election are received by the transfer secretaries prior to the operative date of the scheme, being Thursday, 18 October 2001.
In order for Porthold shareholders to claim the scheme consideration they must submit their documents of title together with the form of surrender, election and acceptance, that was attached to the circular to Porthold shareholders dated 25 July 2001, to the appropriate transfer secretaries at the addresses set out below. A further circular incorporating a form of election and surrender will be sent to all Porthold shareholders by Wednesday, 3 October 2001, alternatively, such forms can be obtained from the transfer secretaries at the addresses set out below. In South Africa: Betty & Dickson Executive City Corner Cross Street / Charmaine Avenue President Ridge Randburg, 2194 (PO Box 1734, Randburg, 2125, South Africa) In Zimbabwe: Corpserve (Private) Limited 4th Floor, Intermarket Centre Corner 1st Street/ Union Avenue Harare (PO Box 2208, Harare, Zimbabwe) Johannesburg and Bulawayo 28 September 2001 Merchant bank to PPC SCMB Sponsor to PPC in South Africa Cazenove Attorneys to PPC in South Africa Bowman Gilfillan Inc. Sponsoring broker to PPC in Zimbabwe Sagit Attorneys to PPC in Zimbabwe Atherstone & Cook Independent financial advisers to Porthold PricewaterhouseCoopers Attorneys to Porthold Coghlan, Welsh & Guest

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