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APPLETON/ PSG - SALIENT DATES ANNOUNCEMENT AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT APPLETON LIMITED (Incorporated in the Republic of South Africa) (Registration number 1999/004031/06) Share code: ALE ISIN: ZAE000027488 ("Appleton") PSG GROUP LIMITED (Incorporated in the Republic of South Africa) (Registration number 1970/008484/06) Share code: PSG ISIN: ZAE000013017 ("PSG") SALIENT DATES ANNOUNCEMENT AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT 1. Introduction Shareholders are referred to the announcements published on 3 December 2002 and 24 December 2002 relating to the: 1.1 scheme of arrangement ("the scheme") proposed by PSG Investment Services (Pty) Ltd ("PSGIS"), a 95% owned subsidiary of PSG, in terms of section 311 of the Companies Act, 1973 (Act 61 of 1973), as amended, between Appleton and its shareholders (other than PSG and/or its subsidiaries and any subsidiaries of Appleton) ("the scheme participants"); and 1.2 the disposal by Appleton of its 70% stake in its Dublin subsidiary, Beacon Systems Limited and the restructuring of its 70% stake in its remaining Dublin subsidiary, Appleton Capital Management Limited, collectively, "the transactions". 2. Salient dates and times The salient dates and times relating to the transactions are as follows: 2003
Last day to trade in order to be eligible to vote at scheme meeting Wednesday, 12 March Record date to vote at the scheme meeting by close of trading Wednesday, 19 March Last day for receipt of proxies for the general meeting by 09:00 Thursday, 20 March Last day for receipt of proxies for the scheme meeting by 10:00 on (see note 1 below) Thursday, 20 March General meeting to be held at 09:00 Tuesday, 25 March Scheme meeting to be held at 10:00 Tuesday, 25 March Publication of results of general meeting and scheme meeting on SENS Tuesday, 25 March Publication of results of general meeting and scheme meeting in the press Wednesday, 26 March Court hearing to sanction the scheme Tuesday, 1 April Results of scheme published on SENS Wednesday, 2 April Results of scheme published in the press Thursday, 3 April IF THE SCHEME IS SANCTIONED AND IMPLEMENTED: Last day to trade in order to participate in the scheme consideration Friday, 4 April Suspension of listing of Appleton shares at commencement of trading Monday, 7 April Record date on which scheme participants must be recorded in the register to receive the scheme consideration, by close of trading Friday, 11 April Scheme consideration posted to certificated scheme participants (if documents of title are received on or prior to the record date) on or about Monday, 14 April Holders of dematerialised shares will have their accounts (held at their CSDP or broker) credited Monday, 14 April Operative date of the scheme at the commencement of trading Monday, 14 April Termination of Appleton listing at the commencement of trading Tuesday, 15 April Notes: 1. If a form of proxy is not received by the time and date shown above, it may be handed to the chairperson of the scheme meeting not later than 10 minutes before the scheme meeting is due to commence. 2. These dates and times may be changed by mutual agreement between Appleton and PSGIS. Any change will be published in the press and on SENS. 3. If certificated scheme participants` documents of title are not received on or before the record date then the scheme consideration will be posted within five days of the receipt of the documents of title by the transfer secretaries. 4. All times given in this document are local times in South Africa. 5. Share certificates may not be dematerialised or rematerialised after Friday, 4 April 2003. 3. Circular and withdrawal of cautionary announcement A circular providing further details of the transaction will be posted to Appleton shareholders on or about 28 February 2003. The Appleton cautionary announcement is hereby withdrawn. 27 February 2003 CORPORATE ADVISOR AND TRANSACTION SPONSOR TO APPLETON Corpcapital Corporate Finance (a sponsor registered with the JSE Securities Exchange South Africa) INDEPENDENT ADVISOR TO APPLETON MINORITIES Ernst & Young Corporate Finance (Pty) Ltd. (Registration number 2000/031575/07) ATTORNEYS TO APPLETON Sonnenberg Hoffmann Galombik CORPORATE ADVISOR TO PSGIS PSG Capital ATTORNEYS TO PSGIS Hofmeyr Herbstein & Gihwala Ing. Registration number 1997/001523/21 Date: 27/02/2003 04:57:57 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department
