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UNI - Universal Industries Corporation Limited - Fulfilment of conditions and salient dates for the scheme 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") FULFILMENT OF CONDITIONS AND SALIENT DATES FOR THE SCHEME Shareholders are referred to the circular to Universal shareholders dated 30 August 2011 (the "circular") and the announcements previously released by Universal on the Securities Exchange News Service ("SENS") in respect of: - a scheme of arrangement in terms of section 114 of the Companies Act, 71 of 2008 proposed by Ethos Private Equity Fund V ("Ethos") and certain existing shareholders of the company (identified in the circular and defined therein as the "existing shareholders consortium") (collectively "the offeror") between Universal and its shareholders (other than the existing shareholders consortium) by way of a repurchase by the company in terms of section 48 of the Companies Act, 71 of 2008 and paragraph 5.69 of the JSE Listings Requirements of all of the Universal shares held by the Universal shareholders (other than the existing shareholders consortium) on the scheme consideration record date, as defined in the circular, (the "scheme"); - the delisting of the Universal shares from the JSE Limited (the "JSE"); - the conversion of ordinary shares of par value in the company to ordinary shares of no par value in the company. Universal shareholders are hereby advised that all of the suspensive conditions to the scheme have been fulfilled as contemplated under the terms of the scheme. The salient dates and times applicable to the scheme are as follows: Finalisation date and announcement pertinent to the Friday, 14 October 2011 scheme published in the press on
Last day to trade in Universal shares in order to Friday, 21 October 2011 participate in the scheme consideration on Suspension of listing of Universal shares at Monday, 24 October 2011 commencement of trading on Scheme consideration record date, being the date on Friday, 28 October 2011 which Universal shareholders must be recorded in the register to receive the scheme consideration, by close of trading on Implementation date of the scheme on Monday, 31 October 2011 Scheme consideration posted to certificated scheme Monday, 31 October 2011 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 at Monday, 31 October 2011 their CSDP or broker) credited with the scheme consideration on Expected termination of listing of Universal shares Tuesday, 1 November 2011 on the JSE at the commencement of trading on or about Notes: 1. All dates and times in this announcement are local times in South Africa. 2. Share certificates in Universal may not be dematerialised or rematerialised after the scheme consideration last day to trade. Johannesburg 13 October 2011 Corporate advisor, legal advisor and sponsor to Universal and advisor to the existing shareholders consortium Java Capital 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: 13/10/2011 15:11:12 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.
