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PPC -Unbundling by Barloworld of its strategic interest in PPC, the
subdivision of the share capital of PPC and notice of general meeting
Pretoria Portland Cement Company Limited
(Incorporated in the Republic of South Africa)
(Registration number 1892/000667/06)
JSE share code: PPC
ISIN: ZAE000005559
("PPC" or "the company")
ANNOUNCEMENT RELATING TO THE UNBUNDLING BY BARLOWORLD LIMITED OF ITS
STRATEGIC INTEREST IN PPC, THE SUBDIVISION OF THE SHARE CAPITAL OF PPC AND
NOTICE OF GENERAL MEETING
1. Introduction
Shareholders are referred to the announcement of Barloworld Limited
("Barloworld") of today`s date. In the joint announcement of 18
December 2006, regarding the actions following completion of a
strategic review by Barloworld, and the PPC trading update of 23
January 2007, which were published on SENS as well as in the press,
PPC advised its shareholders that Barloworld intends to unbundle its
strategic investment in PPC ("the Barloworld PPC shares") to
Barloworld shareholders and has set out details of the unbundling and
other initiatives in an announcement dated 27 March 2007.
There is no action required by existing PPC shareholders in respect of
the unbundling.
The purpose of this announcement is to provide shareholders with
information pertaining to the company as it will be organized after
the unbundling and information pertaining to the proposed subdivision
of each PPC share of R1.00 into 10 PPC shares of R0.10 each ("the
subdivision").
2. The unbundling and its effect on PPC
2.1 Background
The unbundling of Barloworld`s strategic interest in PPC will result
in Barloworld`s shareholders receiving PPC shares. The number of PPC
shares that holders of Barloworld shares will receive for every 1
Barloworld share held ("the entitlement ratio"), will be determined by
Barloworld, having regard to the number of PPC shares that it requires
for purposes of its option scheme, and, potentially, for the
settlement of certain tax liabilities that may arise from the
unbundling. Barloworld will publish the final entitlement ratio on
SENS and in the press by not later than 5 July 2007. Barloworld has
provisionally determined the entitlement ratio as 1.8555 subdivided
PPC shares for one Barloworld share.
2.2 Treatment of Barloworld shareholders and optionholders
Barloworld has indicated that it will offer PPC options to employees
who hold options under Barloworld`s share option schemes, which have
not yet vested, or have vested but have not yet been exercised. It is
anticipated that both Barloworld shareholders and Barloworld
optionholders will receive respectively PPC shares or PPC options, in
the entitlement ratio, for every 1 Barloworld share or option held at
the record date for the unbundling.
2.3 Foreign investors
PPC has, pursuant to Rule 12g3-2(b) of the United States Securities
Exchange Act of 1934, been granted an exemption from registration
under Section 12(g) of that Act. The effect of obtaining such an
exemption is that the existing Barloworld shareholders in the United
States of America will be able to receive and hold the PPC shares that
they will receive in the unbundling without those shares having to be
registered under the United States Securities Act of 1933 and without
PPC having to become a `reporting company` under the United States
Securities Exchange Act of 1934.
It is the responsibility of foreign shareholders to consider the
legality of the unbundling of the Barloworld PPC shares in the
jurisdiction in which they are resident. Foreign shareholders should
contact their central securities depository participant or broker if
they are uncertain of the impact of the unbundling on them.
3. The subdivision
3.1 Background
The board has proposed that PPC restructure it own share capital, by
subdividing each PPC share of R1.00 each into 10 PPC shares of R0.10
each. The subdivision may have the advantage of encouraging more
investment by private investors and increasing the liquidity of the
PPC shares.
Barloworld has provided PPC with an irrevocable undertaking to vote in
favour of the resolutions necessary to give effect to the subdivision.
Further information on this undertaking is set out in paragraph 6
below.
The aggregate value of each PPC shareholder`s shareholding should not
be affected by the subdivision. Moreover, the proportion of the issued
share capital of PPC held by each PPC shareholder following the
subdivision will be unchanged by the subdivision and each new ordinary
share will carry the same rights as an existing ordinary share.
In addition, as a result of the subdivision, the Memorandum of
Association of PPC must be amended to correctly reflect the new
authorised share capital of PPC.
3.2 Effects of the subdivision
The table below shows the effect of the subdivision on PPC`s
authorised and issued share capital, as at 11 May 2007:
Number of PPC Number of PPC
shares before shares after
the the
subdivision subdivision
Authorised share capital
Ordinary shares of R1.00 each 60 000 000
Ordinary shares of R0.10 each 600 000 000
Issued share capital
Ordinary shares of R1.00 each 53 761 239
Ordinary shares of R0.10 each 537 612 390
Further details of the subdivision and the action required by PPC
shareholders in respect of the subdivision will be set out in the
circular referred to in paragraph 8, which will be posted to PPC
shareholders.
5. Shareholder approval and general meeting
A general meeting of the shareholders of PPC will be held on 8 June
2007 at 12:00 in the Tokyo Meeting Room, Barloworld Corporate Office,
180 Katherine Street, Sandton, South Africa, for the purpose of
considering and, if deemed appropriate, passing the resolutions
required to give effect to the subdivision of the PPC shares.
The subdivision will require the approval of shareholders of PPC for,
inter alia, the special resolutions to subdivide each PPC share into
10 PPC shares and the necessary amendments to the Memorandum of
Association of PPC.
6. Conditions precedent
6.1 Unbundling
The implementation of the unbundling is subject to the fulfilment of
the following conditions precedent:
* approval of the resolutions necessary to implement the unbundling
by Barloworld shareholders in general meeting;
* the registration of any special resolutions necessary to
implement the unbundling being registered by Companies and
Intellectual Property Registration Office ("CIPRO"); and
* the approval of the Barloworld board.
6.2 Subdivision
The subdivision is subject to the fulfilment of the following
conditions precedent:
* the approval by the JSE Limited of the PPC documentation to
effect the subdivision;
* the approval by shareholders of PPC of the requisite special
resolutions; and
* the registration of the requisite special resolutions passed by
the shareholders of PPC in relation to the subdivision of the PPC
shares, by CIPRO.
Barloworld, the holder of 71.67% of the issued share capital of PPC,
has given an irrevocable undertaking to vote in favour of the
requisite special resolutions. PPC accordingly anticipates that such
resolutions will be passed with the requisite majority.
7. Salient dates and times
2007
Last day for lodging of forms of proxy for Wednesday, 6 June
the general meeting by 12:00 on
General meeting of PPC shareholders at Friday, 8 June
12:00 on
Results of the general meeting announced on Friday, 8 June
SENS on
Results of the general meeting published in Monday, 11 June
the press on
Special resolutions lodged with CIPRO on or Monday,11 June
about
Last day to trade in PPC shares with a par Friday, 6 July
value of R1.00 each
Trading commences in PPC shares with a par Monday, 9 July
value of R0.10 each
Record date Friday, 13 July
Replacement share certificates reflecting Monday, 16 July
the subdivision will be posted to
certificated shareholders whose share
certificates have been received by Friday,
13 July 2007
If share certificates have not been
received by Friday, 13 July 2007,
replacement share certificates will be
posted within five business days of receipt
of the share certificates
Dematerialised shareholders will have their Monday, 16 July
accounts at their CSDP or broker updated on
Notes
1. The abovementioned times and dates are South African times and dates
and are subject to change. Any such change will be published on SENS
and announced in the press.
2. PPC shareholders may not dematerialise or re-materialise their PPC
shares between Monday, 9 July 2007 and Friday, 13 July 2007, both days
inclusive.
8. Further documentation
Full details of the unbundling, subdivision and the disclosure
relating thereto as well as the requisite resolutions to give effect
to the subdivision are contained in the Circular and Notice of General
Meeting of PPC which will be posted to PPC shareholders on 17 May
2007.
Should you require printed copies, please contact
Alan Holt at +27 11 445 1000.
14 May 2007
Johannesburg
Investment bank and transaction sponsor
Standard Bank
Sponsor
JP Morgan
Attorneys
Bowman Gilfillan Inc
Date: 14/05/2007 11:00:01 Supplied by www.sharenet.co.za
Produced by the JSE SENS Department.
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