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PPC - Pretoria Portland Cement Company Limited - Fulfilment Or Waiver Of
Conditions Precedent And Implementation Information
Pretoria Portland Cement Company Limited
(Incorporated in the Republic of South Africa)
(Registration number 1892/000667/06)
JSE share code: PPC
ZSE share code: PPC
ISIN: ZAE000096475
("PPC")
FULFILMENT OR WAIVER OF CONDITIONS PRECEDENT AND IMPLEMENTATION INFORMATION
For purposes of this announcement, PPC shareholders are referred to the
definitions set out in the scheme document dated Thursday, 16 October 2008.
1. Fulfilment or waiver of conditions precedent
PPC shareholders are hereby advised that all scheme conditions precedent have
now been fulfilled or waived, with the exception of the following as set out in
the scheme document:
- the conditions in the funding agreements that require that in
order for the funding institutions referred to in paragraph 6.1
of the scheme document posted to PPC shareholders on Thursday,
16 October 2008 to be obliged to advance the funding:
- no adverse change (determined in the good faith discretion of
the funders` agent) exists in the South African or
international monetary, financial political or economic
conditions which renders it unlawful, impossible or
uneconomic to advance the funding;
- the funders` agent be satisfied that there has been no
material deterioration in the financial condition of PPC
since 22 August 2008; and
- no event, circumstance or matter, or combination thereof, has
occurred since 29 August 2008 which has or could reasonably
have a material adverse effect on the business, operations,
property or condition of PPC or the Trust Funding SPVs, or
their ability to perform their obligations thereunder or the
validity or enforceability of the agreements pertaining to
the transactions.
A further announcement will be made on Friday, 5 December 2008, being the last
day to trade to participate in the scheme, whether or not the remaining
conditions precedent as set out above have been fulfilled or waived.
2. Implementation of the scheme
The dates and times for the implementation of the scheme are as follows:
2008
Expected last day to trade in PPC Friday, 5 December
shares on the JSE and ZSE in order
for PPC shareholders to be eligible
to receive the scheme consideration
on
Expected first day to trade in PPC Monday, 8 December
shares on the JSE and ZSE ex-
entitlement to the scheme
consideration under the new ISIN
ZAE000125886 on
Expected consideration record date Friday, 12 December
at 17:00 on
Expected operative date at the Monday, 15 December
commencement of trading on the JSE
and ZSE on
The scheme consideration is expected Monday, 15 December
to be transferred or posted (as the
case may be), and new share
certificates expected to be posted
to scheme participants whose
documents of title are received by
the transfer secretaries before
12:00 on Friday, 12 December 2008,
on or about
Or
failing receipt of documents of
title before 12:00 on Friday, 12
December 2008, within five business
days of receipt thereof by the
transfer secretaries.
The scheme consideration is expected Monday, 15 December
to be credited to the dematerialised
scheme participants` accounts held
at their CSDP or broker and share
balances 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 in the press in South Africa and
Zimbabwe.
2. PPC shareholders may not dematerialise or rematerialise their
PPC shares between Friday, 5 December 2008 and Friday, 12
December 2008, both days inclusive.
Johannesburg
28 November 2008
Investment bank, debt adviser and transaction sponsor
Standard Bank
Independent sponsor
Merrill Lynch South Africa (Proprietary) Limited
Legal adviser
Bowman Gilfillan Inc.
Date: 28/11/2008 11:32:15 Supplied by www.sharenet.co.za
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