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GMB - Glenrand M I B Limited - Important Dates and times in respect of the
scheme of arrangement
GLENRAND M I B LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/008001/06)
Share code GMB
ISIN: ZAE000078010)
("Glenrand" or "the company")
AON SOUTH AFRICA
(PROPRIETARY) LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1978/004501/07)
("Aon")
IMPORTANT DATES AND TIMES IN RESPECT OF THE SCHEME OF ARRANGEMENT
1 INTRODUCTION
1.1 Shareholders of Glenrand ("Glenrand shareholders") were advised in an
announcement released on SENS on 9 December 2010 and published in the
press on 10 December 2010 ("firm intention announcement"), that the board
of directors of Glenrand had received a notice from Aon of its firm
intention to make an offer to the Glenrand shareholders to acquire 100%
of the issued share capital of Glenrand, excluding treasury shares
currently held by Glenrand subsidiaries ("treasury shares"), by way of an
offer comprising two inter-conditional components as follows:
1.1.1. an offer to acquire the ordinary shares held by Glenrand
shareholders ("ordinary shares"), other than the treasury shares and the
ordinary shares held by Micawber 427 (Proprietary) Limited, Micawber 428
(Proprietary) Limited and Micawber 429 (Proprietary) Limited, being the
Black Business Partner shareholders ("the BBP shareholders") of Glenrand,
but including the ordinary shares to be transferred/issued to Glenrand
employees who held in-the-money share options as at the date of the firm
intention announcement ("scheme shares") ("ordinary offer"); and
1.1.2. a separate offer ("BBP offer") to acquire the ordinary shares held
by the BBP shareholders ("BBP shares").
1.2 The ordinary offer is to be implemented, subject to the conditions set
out in the firm intention announcement, by way of a scheme of arrangement
("scheme") in terms of section 311 of the Companies Act, 61 of 1973, as
amended ("Act"). If the scheme becomes operative and against surrender by
Glenrand shareholders of their documents of title (if applicable), Aon
will acquire the scheme shares and holders of the scheme shares on the
scheme consideration record date detailed in the timetable below ("scheme
participants") will receive the scheme consideration of 200 cents per
scheme share.
1.3 In addition, a further amount of 30 cents per scheme share ("the
additional payment") will be deposited by Aon into an interest bearing
escrow account on the operative date detailed in the timetable below,
none, some or all of which, together with any interest thereon, (less
taxes, if applicable, and costs of the escrow arrangement) may become
payable to scheme participants, pending and conditional on the outcome of
the claim which has been instituted by Protector Group Holdings
(Proprietary) Limited (in liquidation) and its liquidators against, inter
alia, Glenrand ("the Protector claim").
Further details of the Protector claim and the terms on which the
additional payment will be made to scheme participants are set out in the
scheme circular to be posted to Glenrand shareholders on or about 10
February 2011 ("scheme circular").
1.4 In respect of the BBP offer, Aon has entered into an agreement with the
BBP shareholders ("BBP transaction") in terms of which it will acquire
all of the BBP shares. The scheme and the BBP transaction are inter-
conditional and indivisibly linked and the terms of the BBP transaction
are set out in the scheme circular.
1.5 Following the implementation of the scheme and the BBP transaction, Aon
will become the owner of the entire issued ordinary share capital of
Glenrand, Glenrand will become a wholly owned subsidiary of Aon and the
listing of Glenrand on the JSE will be terminated.
2. COURT ORDER TO CONVENE SCHEME MEETING
Glenrand shareholders are advised that in terms of an Order of Court
dated Tuesday, 8 February 2011 ("Order of Court"), the South Gauteng High
Court, Johannesburg, has granted the company leave to convene a meeting
to consider the scheme ("scheme meeting"). The scheme meeting will be
held at 10:00 on Tuesday, 1 March 2011 at the boardroom, 288 Kent Avenue,
Ferndale, Randburg, Gauteng.
3. IMPORTANT DATES AND TIMES
2011
Court hearing to convene scheme meeting on Tuesday, 8 February
Notice of scheme meeting released on
SENS on Tuesday, 8 February
Notice of scheme meeting published in
the press on Wednesday, 9 February
Scheme circular posted to Glenrand shareholders on Thursday, 10 February
Notice of scheme meeting published in Government
Gazette on Friday, 11 February
Last day to trade in Glenrand shares in order to be
recorded in the register to vote at the scheme
meeting (see note 2 below) on Thursday, 17 February
Voting record date to vote at the scheme meeting by
close of trading on Thursday, 24 February
Last day to lodge forms of proxy in respect of
scheme meeting by 10:00 (see note 3 below) on Friday, 25 February
Scheme meeting to be held at 10:00 on Tuesday, 1 March
Publication of results of scheme meeting on SENS on
Tuesday, 1 March
Publication of results of scheme meeting in the
press on Wednesday, 2 March
Report of Chairperson of scheme meeting lies open
for inspection from Thursday, 3 March
Expected return date: Court hearing to sanction the Friday, 14 May
scheme (at 10:00 or as soon thereafter as counsel
may be heard on Tuesday, 15 March
If the scheme is sanctioned:
Results of scheme published on SENS on Tuesday, 15 March
Results of scheme published in the press on Wednesday, 16 March
Register order with CIPRO by Tuesday, 22 March
Finalisation announcement released on SENS by no
later than Thursday, 24 March
Finalisation announcement published in the press by
no later than Friday, 25 March
Last day to trade to participate in the scheme
consideration on Friday, 1 April
Suspension of listing of Glenrand shares at
commencement of trading on Monday, 4 April
Scheme consideration record date, being the date on
which scheme participants must be recorded in the
register to receive the scheme consideration, by
close of trading on Friday, 8 April
Operative date of the scheme on Monday, 11 April
Scheme consideration expected to be paid/posted to
certificated scheme participants (if documents of
title are received on or prior to 12:00 on the
scheme consideration record date) on or about Monday, 11 April
Dematerialised scheme participants expected to have
their accounts(held at their CSDP or broker)
updated on Monday, 11 April
Termination of listing of Glenrand shares at the
commencement of trading on or about Tuesday, 12 April
Notes:
1. All dates and times may be changed by mutual agreement between
Glenrand and Aon and/or may be subject to the obtaining of certain
regulatory approvals. Any change will be published on SENS and in
the press.
2. Glenrand shareholders should note that as transactions in ordinary
shares are settled in the electronic settlement system used by
Strate, settlement of trades takes place five business days after
such trade. Therefore shareholders who acquire Glenrand shares
after Thursday, 17 February 2011 will not be eligible to vote at the
scheme meeting.
3. If a form of proxy is not received by the time and date shown above,
it may be handed to the chairman of the scheme meeting not later
than 10 minutes before the scheme meeting is due to commence.
4. All times given in this announcement are local times in South
Africa.
5. Share certificates may not be dematerialised or rematerialised after
Friday, 1 April 2011.
4 SUBSTITUTE OFFER
Should the scheme not be approved at the scheme meeting convened pursuant
to the Order of Court, sanctioned by the Court or implemented by 30 April
2011, Aon (or its nominee, nominated for this purpose) at its election
and in its sole discretion will be entitled to make a substitute offer to
the ordinary Glenrand shareholders (other than the holders of treasury
shares and the BBP shareholders) by way of a general offer in terms of
Chapter XVA of the Act ("substitute offer"), which, if made, will be
conditional upon acceptance by such Glenrand shareholders holding no less
than 90% of the total issued ordinary shares in Glenrand. Aon further
reserves the right to invoke the provisions of section 440K of the Act to
acquire all the ordinary shares of Glenrand, should the substitute offer
become unconditional, in which case Glenrand will be delisted.
5 SCHEME CIRCULAR
The scheme circular providing further information in respect of the
scheme, and containing, inter alia, a notice of the scheme meeting, an
explanatory statement, the Order of Court, a form of proxy and the forms
of surrender in respect of the scheme and the substitute offer, will be
posted to Glenrand shareholders on or about 10 February 2011.
10 February 2011
Randburg
Corporate Advisor and Transactional Sponsor to Glenrand
Sasfin Capital
A division of Sasfin Bank Limited
Legal Advisor to Glenrand
Deneys Reitz Inc.
Independent Financial Advisor to the Glenrand Board
PricewaterhouseCoopers Corporate Finance (Proprietary) Limited
Sponsor to Glenrand
Nedbank Capital
Corporate Advisor to Aon
Grindrod Bank Limited
Legal Advisor to Aon
Edward Nathan Sonnenbergs Inc.
Financial and Tax Due Diligence Advisor to Aon
Deloitte
Advisor to the BBP Shareholders
Standard Bank Group Limited
Date: 10/02/2011 13:00:01 Supplied by www.sharenet.co.za
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