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UNI - Universal Industries Corporation Limited - Posting of circular and

Release Date: 30/08/2011 16:48
Code(s): UNI
Wrap Text

UNI - Universal Industries Corporation Limited - Posting of circular and Notice of Scheme Meeting UNIVERSAL INDUSTRIES CORPORATION LIMITED (Incorporated in the Republic of South Africa) (Registration number 1996/004343/06) JSE code: UNI ISIN: ZAE000110664 ("Universal" or "the company") POSTING OF CIRCULAR AND NOTICE OF SCHEME MEETING INTRODUCTION Universal shareholders ("shareholders") are referred to the announcement published by Universal on SENS on 29 July 2011 and in the press on 1 August 2011 (the "firm intention announcement") regarding the receipt by the independent board of directors of Universal comprising Gaff Khan, Colin Brayshaw and Danie Vlok (the "independent board") of a notice of firm intention from Ethos Private Equity Fund V ("Ethos") and certain existing shareholders of the company (being those shareholders identified as such in the firm intention announcement(the "existing shareholders consortium")) (collectively "the offeror") to propose a scheme of arrangement ("the scheme"), in terms of section 114 of the Companies Act, No. 71 of 2008, as amended from time to time (the "Companies Act), between Universal and the holders of 128 686 664 ordinary shares in the company (being all the issued ordinary shares in the company other than the 329 232 462 ordinary shares held by the existing shareholders consortium, (the "excluded shares"). Pursuant to the scheme, all the issued ordinary shares in the company other than the excluded shares (being the "scheme shares") will be repurchased by the company from the holders of the scheme shares for a cash consideration of R2.50 per ordinary share (the "scheme consideration"). Shareholders are hereby advised that a circular containing details of the scheme and incorporating a notice of scheme meeting ("the circular") is being posted to shareholders today and is available on Universal`s website at www.universalindustries.co.za. NOTICE OF SCHEME MEETING A scheme meeting of shareholders ("scheme meeting") will be held at 11:00 on Wednesday, 28 September 2011, at 42 Wierda Road West, Wierda Valley, Sandton, 2196 for the purpose of considering and, if deemed fit, passing with or without modification the resolutions set out in the notice of the scheme meeting included in the circular. IMPORTANT DATES AND TIMES The important dates and times relating to the scheme ("the timetable") are set out below. Words and expressions in the timetable and notes thereto shall have the same meanings as assigned to them in the circular. 2011 Circular posted to Universal shareholders and Tuesday, 30 August notice convening the scheme meeting released on SENS on Copy of the proposed special resolution 1 and Tuesday, 30 August board report relating to the conversion of Universal shares from par value to no par value shares to be filed with the South African Revenue Service and CIPC in terms of Regulation 31(8)(b) of the Companies Act Notice convening the scheme meeting published in Wednesday, 31 August the press on
Last day to trade in Universal shares in order to Friday, 16 September be recorded in the register on the voting record date (see note 3 below) on
Voting record date to vote at the scheme meeting Friday, 23 September being 17:00 on Last day for receipt of proxies for the Universal Monday, 26 September shareholders` scheme meeting by 11:00 (see note 4 below) on Last date and time for Universal shareholders to Wednesday, 28 September give notice to Universal objecting to special resolution 2 approving the scheme by 11:00 on Universal shareholders` scheme meeting to be held Wednesday, 28 September at 11:00 on Results of scheme meeting released on SENS on Wednesday, 28 September
Results of scheme meeting published in the press Thursday, 29 September on Receive approval from the Competition Authorities Monday, 10 October (see note 6 below) on Receive compliance certificate from Takeover Wednesday, 12 October Regulation Panel Last date for Universal to send objecting Wednesday, 12 October Universal shareholders notices of the adoption of special resolution 2 approving the scheme (see note 7 below) If the scheme becomes capable of implementation
Finalisation date expected to be on Friday, 14 October Finalisation date announcement expected to be Friday, 14 October released on SENS on Finalisation date announcement expected to be Monday, 17 October published in the press on
Last day to trade in Universal shares in order to Friday, 21 October participate in the scheme consideration (see note 7 below) on
Suspension of listing of Universal shares at Monday, 24 October commencement of trading on Scheme consideration record date, being the date Friday, 28 October on which Universal shareholders must be recorded in the register to receive the scheme consideration, by close of trading on
Expected implementation date of the scheme on Monday, 31 October Scheme consideration posted to certificated scheme Monday, 31 October participants (if documents of title are received on or prior to 12:00 on the scheme consideration record date) on or about Dematerialised scheme participants accounts (held Monday, 31 October at their CSDP or broker) credited with the scheme consideration on Expected termination of listing of Universal Tuesday, 1 November shares on the JSE at the commencement of trading on or about Notes 1. All dates and times are subject to change and/or may be subject to certain regulatory approvals including but not limited to that of the Takeover Regulation Panel, being granted. Any change will be released on SENS and published in the press. 2. Shareholders are referred to paragraphs 3.2.3 to 3.2.8 and paragraph 3.3 of the circular (which contains a summary of the dissenting shareholders` appraisal rights) regarding rights accorded to Universal shareholders, the exercise of which may affect the finalisation date and/or the implementation date. 3. Universal shareholders should note that as transactions in shares are settled in the electronic settlement system used by Strate, settlement of trades takes place five business days after such trade. Therefore persons who acquire Universal shares after the voting last day to trade will not be eligible to vote at the scheme meeting, but will, provided the scheme is approved and they acquire the Universal shares on or prior to the scheme consideration last day to trade, participate in the scheme consideration. 4. If a form of proxy is not received by the time and date shown above or not less than 48 hours before recommencement of any adjourned or postponed meeting, it may be handed to the Chairman of the scheme meeting not later than ten minutes before the scheme meeting is due to commence or recommence. 5. All times given in this circular are local times in South Africa. 6. To the extent that approval from the Competition Authorities or any other regulatory authority is not obtained on or before 14 October 2011 and should the scheme be approved, an announcement will be made on SENS and in the press advising Universal shareholders of the expected finalisation date, the expected scheme consideration record date and the expected implementation date. 7. Shareholders are advised that the circular incorrectly refers to this date as being Friday, 14 October 2011. 8. Universal share certificates may not be dematerialised or rematerialised after the scheme consideration last day to trade. Johannesburg 30 August 2011 Corporate advisor, legal advisor and sponsor to Universal and advisor to the existing shareholders consortium Java Capital (Proprietary) Limited Legal advisor to Ethos and competition law advisor to the merging parties Webber Wentzel Independent expert to Universal Grant Thornton Debt providers Nedbank Limited Date: 30/08/2011 16:48:02 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

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