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Appleton/PSG - Results Of The Scheme Meeting And General Meeting 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") RESULTS OF THE SCHEME MEETING AND GENERAL MEETING 1. Introduction Appleton shareholders are referred to previous announcements in relation to this matter and the circular dated 28 February 2003 and are advised that: 1.1 at the Appleton general meeting held at 09:00 on Tuesday, 25 March 2003, the requisite majority of Appleton shareholders approved, without modification, the resolutions approving the transactions relating to 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 ("the transactions"); 1.2 at the scheme meeting held at 10:00 on Tuesday, 25 March 2003, the requisite majority of Appleton shareholders approved, without modification, the scheme of arrangement ("the scheme") proposed by PSG Investment Services (Pty) Limited ("PSGIS") 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"). Subject to the outstanding conditions precedent, in terms of the scheme, scheme participants recorded in the register on the scheme record date (expected to be 11 April 2003) will be entitled to a scheme consideration of 9 cents in cash for every Appleton share held by them. 2. Remaining conditions precedent Other than the approval of the Central Bank of Ireland which is still outstanding, all of the conditions precedent to which the transactions were subject have been fulfilled. The scheme remains subject to the fulfilment of the following outstanding conditions precedent: 2.1. sanction of the scheme by the High Court of South Africa (Cape of Good Hope Provincial Division) ("the Court"); and 2.2 registration by the Registrar of Companies of the Order of Court sanctioning the scheme, all other conditions precedent to the scheme have been fulfilled, including the approval of the Competition Commission which has been obtained. Application to Court for the sanction of the scheme will be made at 10:00, or so soon thereafter as counsel may be heard, on Tuesday, 1 April 2003. Scheme members are entitled to attend or to be represented by counsel at the Court hearing of the application and to be heard concerning any objections they may have in respect of the application. 3. Remaining salient dates The salient dates and times, which are subject to change and to the fulfilment of the remaining conditions precedent, are set out below: 2003
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. These dates and times are subject to change. Any change will be published in the press and on SENS. 2. 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. 3. All times given in this announcement are local times in South Africa. 4. Share certificates may not be dematerialised or rematerialised after Friday, 4 April 2003. 4. Action required If the remaining conditions precedent are fulfilled, the scheme is expected to become operative on Monday, 14 April 2003 ("the operative date") and scheme participants, who hold their shares in certificated form, are required to surrender their documents of title in respect of all their scheme shares in order to claim the scheme consideration payable in terms of the scheme. A form of surrender was included in the circular to shareholders dated 28 February 2003 and a further surrender circular will be posted to shareholders once the remaining conditions precedent have been fulfilled. 5. General Shareholders are referred to the circular sent to shareholders, dated 28 February 2003, setting out the details of the transactions and scheme, copies of which are available at Appleton"s registered office during ordinary business hours. 25 March 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 Sonneberg Hoffmann & Galombik Inc. CORPORATE ADVISOR TO PSGIS PSG CAPITAL ATTORNEYS TO PSGIS Hofmeyr Herbstein Gihwala Cluver & Walker Inc. (Registration number 1997/001523/21)
