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Metboard / Growthpoint - Announcement
Metboard Properties Limited
(Incorporated in the Republic of South Africa)
(Registration number 1998/005425/06)
Share code: MPL ISIN: ZAE000014874
("Metboard")
Growthpoint Properties Limited
(Incorporated in the Republic of South Africa)
(Registration number 1987/004988/06)
Share code: GRT ISIN: ZAE000037669
("Growthpoint")
SALIENT DATES ANNOUNCEMENT OF THE PROPOSED ACQUISITION BY GROWTHPOINT OF
ALL THE ISSUED LINKED UNITS OF METBOARD, OTHER THAN THOSE ALREADY HELD
BY GROWTHPOINT, BY WAY OF A SCHEME OF ARRANGEMENT
1. INTRODUCTION
Metboard linked unitholders are referred to the announcement published
on 27 February 2006 ("offer announcement") in which Metboard linked
unitholders were advised that Growthpoint had proposed a scheme of
arrangement ("the scheme") in terms of section 311 of the Companies Act,
1973 (Act 61 of 1973), as amended ("Companies Act"), between Metboard
and its linked unitholders, (apart from Growthpoint) in terms of which
Growthpoint will acquire all of the Metboard linked units held by
Metboard linked unitholders registered as such on the voting record date
for a consideration of 1 new Growthpoint linked unit for every 1.9
Metboard linked units held.
In the event of the scheme not being implemented, Growthpoint may, in
its sole discretion, make a substitute offer to all Metboard linked
unitholders, other than Growthpoint, in terms of section 440K of the
Companies Act on the same terms as the scheme but conditional on
Growthpoint receiving acceptances of such number of Metboard linked
units which, together with the number of Metboard linked units already
held by Growthpoint, will constitute Growthpoint as the holder of more
than 50% of the Metboard linked units in issue.
2. SCHEME MEETING
Metboard linked unitholders are advised that in terms of an Order of the
High Court of South Africa (Witwatersrand Local Division) dated
Wednesday, 29 March 2006, Metboard has been granted leave to convene a
scheme meeting, to be held at 9:00 on Monday, 24 April 2006, at the
registered office of Metboard, 100 Grayston Drive, Sandown, Sandton, for
the purposes of considering, and in deemed fit, agreeing, with or
without modification, to the scheme.
3. TERMINATION OF THE METBOARD LISTING ON THE JSE
Subject to the fulfilment of the conditions precedent set out in
paragraph 6 of the offer announcement and the scheme becoming operative,
the JSE Limited ("JSE") has granted approval for the suspension and the
termination of the listing of the linked units in Metboard. The dates of
the suspension and termination will be released on SENS and published in
the press.
4. SALIENT DATES AND TIMES PERTAINING TO THE SCHEME
The expected dates and times in relation to the scheme are set out
below:
Important dates and times 2006
Last day to trade Metboard linked units on
the JSE in order to be recorded in the register
of Metboard or in the sub-registers
of Metboard administered by CSDPs
to vote at the scheme meeting (see Notes
1 and 6 below) Tuesday, 11 April
Voting record date (at 9:00) Thursday, 20 April
Last day to lodge forms of proxy
for the scheme meeting (at 9:00) (see Note 2 below) Friday, 21 April
Scheme meeting held (at 9:00) Monday, 24 April
Release results of the scheme meeting on SENS Monday, 24 April
Publish results of the scheme meeting in the press Tuesday, 25 April
Court hearing to sanction the scheme
(at 10:00 or as soon thereafter as Counsel
may be heard) Tuesday, 9 May
Release results of Court hearing on SENS Tuesday, 9 May
Publish results of the Court hearing in the press Wednesday, 10 May
Salient dates and times for the events subsequent to the results of the
Court sanction of the scheme announcement, including the final date from
when the scheme will become unconditional and the last day to trade
Metboard linked units on the JSE in order to be recorded in the register
to participate in the scheme, will be released on SENS and published in
the press once approval has been received from the Competition
Authorities.
If the scheme does not become operative and Growthpoint, in its sole
discretion, elects to make the substitute offer, these dates and times
will be
released on SENS and published in the press.
Notes:
1. Metboard linked unitholders should note that as Metboard linked units
now settle in the STRATE environment, settlement for trade takes place
five business days after such trade. Therefore, linked unitholders who
acquire Metboard linked units after Tuesday, 11 April 2006, will not be
eligible to vote at the scheme meeting.
2. If the forms of proxy are not received by the time and date shown
above, they may be handed to the chairperson of the scheme meeting, no
later than ten minutes before the commencement of the scheme meeting.
3.The date from when no dematerialisation or rematerialisation of
Metboard linked unit certificates may take place will be released on
SENS and published in the press once the outstanding salient dates and
times have been determined.
4. These dates and times are subject to change. Any such change will be
released on SENS and published in the press.
5. All times indicated above are South African times.
6. The last day to trade Metboard linked units as published in the
circular posted to Metboard linked unit holders on Friday, 31 March 2006
was Thursday, 13 April 2006, the JSE have indicated after the posting of
the circular that the last date to trade is to be moved to Tuesday, 11
April 2006. Salient dates and times pertaining to the scheme as set out
in this announcement supercede the salient dates and times contained in
the circular posted to Metboard linked unit holders on Friday, 31 March
2006.
5. DOCUMENTATION RELATING TO THE SCHEME
A circular providing further information on the scheme and containing,
inter alia, a notice of the scheme meeting, statements in terms of
section 312(1)(a) and 312(2) of the Companies Act, which explains the
scheme, the substitute offer, a form of proxy and a form of surrender
and transfer will be posted today to Metboard linked unitholders
recorded in the register of certificated
Metboard linked unitholders and the sub-register of holders of
dematerialised
Metboard linked units at the close of business on 30 March 2006.
Johannesburg
31 March 2006
Investment bank
to Growthpoint
Investec Corporate Finance
Investec Bank Limited
(Registration number 1969/004763/06)
Sponsor to Growthpoint
Investec Bank Limited
(Registration number 1969/004763/06)
Legal adviser to Growthpoint
Jowell Glyn & Marais
Independent adviser and
lead sponsor to Metboard
ERNST & YOUNG
EY Corporate Finance (Pty) Ltd
(Registration number 2000/031575/07)
Sponsor to Metboard
Investec Bank Limited
(Registration number 1969/004763/06)
Legal adviser to the scheme
Fluxmans Attorneys
Website: www.fluxmans.com
Fluxmans Inc. Registration No:2000/02475/21
Reporting accountants
ERNST & YOUNG
Chartered Accountants (SA)
(Registered Accountants and Auditors)
Metboard debenture trustee
Knowles Husain Lindsay Inc Attorneys
(Registration number 2000/000004/21)
Date: 31/03/2006 05:53:30 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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