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PCN - Paracon Holdings Limited - Posting of circular and notice convening
the Scheme Meeting
Paracon Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 1997/008181/06)
Share code: PCN ISIN: ZAE000029674
("Paracon" or "the Company")
POSTING OF CIRCULAR AND NOTICE CONVENING THE SCHEME MEETING
1. INTRODUCTION
Shareholders are referred to the joint announcement by Adcorp Holdings
Limited ("Adcorp") and Paracon released on SENS on 6 September 2011 and
published in the South African press on 7 September 2011 regarding the
terms on which Adcorp has made an offer to acquire the entire issued
share capital of Paracon, excluding the Paracon shares held by Paracon`s
subsidiaries, ("Paracon Shares") by way of a scheme of arrangement
("Scheme") in terms of section 114 of the Companies Act, 2008 (Act 71 of
2008), as amended, ("Companies Act"), to be proposed by the board of
directors of Paracon between Paracon and the holders of Paracon Shares
("Paracon Shareholders").
Paracon Shareholders are hereby advised that the circular ("Circular")
providing them with the relevant information regarding the Scheme and
incorporating, inter alia, a notice convening a meeting of the Paracon
Shareholders ("Scheme Meeting") was posted to Paracon Shareholders on 30
September 2011.
2. NOTICE CONVENING THE SCHEME MEETING
The Scheme Meeting will be held at 10:00 on Tuesday, 1 November 2011 at
the registered office of Paracon, 24 Peter Place, Lyme Park, Sandton,
2021, for the purpose of considering and, if deemed fit, passing the
resolutions set out in the notice convening the Scheme Meeting.
3. IMPORTANT DATES AND TIMES
The important dates and times relating to the Scheme ("Timetable") are
set out below. Words and expressions in the Timetable and the notes
thereto shall have the same meanings as assigned to them in the Circular.
2011
Circular posted to Paracon Shareholders Friday, 30
September
Notice convening the Scheme Meeting published in Monday, 3
the South African press on October
Last day to trade Paracon Shares in order to be Friday, 14
recorded in the Register to vote at the Scheme October
Meeting (see note 2 below) on
Record date to be eligible to vote at the Scheme Friday, 21
Meeting, being the Scheme Voting Record Date, by October
close of trade on
Last day to lodge forms of proxy in respect of the Friday, 28
Scheme Meeting by 10:00 on October
Last date and time for Paracon Shareholders to Tuesday, 1
give notice of their objections to the special November
resolution approving the Scheme by no later than
10:00 on
Scheme Meeting to be held at 10:00 on Tuesday, 1
November
Results of the Scheme Meeting released on SENS on Tuesday, 1
November
Results of the Scheme Meeting published in the Wednesday, 2
South African press on November
If the Scheme is approved by Paracon Shareholders
at the Scheme Meeting with sufficient voting
rights such that no Shareholder may require the
Company to obtain Court approval for the Scheme as
contemplated in section 115(3)(a) of the Companies
Act:
Last date on which Paracon Shareholders can make Tuesday, 15
application to the Court in terms of section November
115(3)(b) of the Companies Act on
Last date for Paracon to give notice of adoption Tuesday, 15
of the special resolution approving the Scheme to November
Paracon Shareholders objecting to the special
resolution on
If no Shareholders exercise their rights in terms
of section 115(3)(b) of the Companies Act:
Finalisation Date expected to be on Friday, 25
November
Finalisation Date announcement expected to be Friday, 25
released on SENS on November
Finalisation Date announcement expected to be
published in the South African press on Monday, 28
November
Expected Scheme LDT, being the last day to trade Friday, 2
Paracon Shares on the JSE in order to be recorded December
in the Register to receive the Scheme
Consideration, on
Suspension of listing of Paracon Shares on the JSE Monday, 5
expected to take place at the commencement of December
trade on
Expected Scheme Consideration Record Date, being Friday, 9
the date on which Scheme Participants must be December
recorded in the Register to receive the Scheme
Consideration, by close of trade on
Last date on which the Scheme Participants can Friday, 9
make an election in respect of the Scheme December
Consideration by 12:00 on
Expected Operative Date of the Scheme on Monday, 12
December
Scheme Consideration expected to be paid/posted to Monday, 12
certificated Scheme Participants (provided their December
form of election, surrender and transfer and
Documents of Title are received on or prior to
12:00 on the Scheme Consideration Record Date) on
or about
Dematerialised Scheme Participants expected to Monday, 12
have their accounts (held at their CSDP or broker) December
credited with the Scheme Consideration on or about
Termination of listing of Paracon Shares on the
JSE expected to take place at the commencement of Tuesday, 13
trade on or about December
Notes:
1. All dates and times may be changed by mutual agreement between
Paracon and Adcorp (subject to the approval of the JSE and/or the
Panel, if required). The dates have been determined based on certain
assumptions regarding the date by which certain regulatory approvals
will be obtained and that no Court approval or review of the special
resolution will be required. Any change in the dates and times will
be released on SENS and published in the South African press.
2. Paracon 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, Paracon Shareholders who acquire Paracon Shares
after close of trade on Friday, 14 October 2011 will not be eligible
to vote at the Scheme Meeting.
3. All times given in this document are local times in South Africa.
4. Share certificates may not be dematerialised or rematerialised after
Friday, 2 December 2011.
5. If the Scheme is approved by an insufficient number of Paracon
Shareholders at the Scheme Meeting so that a Paracon Shareholder may
require Paracon to obtain Court approval of the Scheme as
contemplated in section 115(3)(a) of the Companies Act, and a
Paracon Shareholder in fact delivers such a request, the dates and
times set out above will not be relevant. Paracon Shareholders will
be notified separately of the applicable dates and times under this
process.
6. If any Paracon Shareholder who votes against the Scheme exercises
its rights in terms of section 115(3)(b) of the Companies Act and
applies to Court for a review of the transaction, the dates and
times set out above will not be relevant. Paracon Shareholders will
be notified separately of the applicable dates and times under this
process.
Johannesburg
30 September 2011
Corporate Advisor and Sponsor to Paracon
Merchantec Capital
Legal Advisor to Paracon
Werksmans Incorporated
Independent Expert
Java Capital
Corporate Advisor and Transaction Sponsor to Adcorp
Investec Corporate Finance
Legal Advisor to Adcorp
Webber Wentzel
Competition Law Advisor to Adcorp
Nortons Incorporated
Sponsor to Adcorp
Deloitte & Touche Sponsor Services
Reporting Accountants to Adcorp and Paracon
Deloitte & Touche
Date: 30/09/2011 15:15:02 Supplied by www.sharenet.co.za
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