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ABK - African Brick - Posting of Circular, Notice of General Meeting and

Release Date: 10/11/2011 11:04
Code(s): ABK
Wrap Text

ABK - African Brick - Posting of Circular, Notice of General Meeting and Salient Dates Announcement AFRICAN BRICK CENTRE LIMITED (Incorporated in the Republic of South Africa) (Registration Number: 1999/006214/06) (Share Code: ABK) (ISIN: ZAE000105169) ("African Brick" or "the Company") POSTING OF CIRCULAR, NOTICE OF GENERAL MEETING AND SALIENT DATES ANNOUNCEMENT INTRODUCTION African Brick shareholders ("Shareholders") are referred to the firm intention announcement published on the Securities Exchange News Service ("SENS") of the JSE Limited ("JSE") on Thursday, 3 November 2011, relating to, inter alia, the offer from Yakani Infraco Proprietary Limited ("Yakani") to acquire the remaining issued share capital of African Brick not held by African Brick`s subsidiary and Yakani ("the Offer"), by way of a scheme of arrangement ("the Scheme") in terms of section 114 of the Companies Act, No. 71 of 2008, as amended, ("Companies Act") to be proposed by the board of directors of African Brick between African Brick and its Shareholders. NOTICE OF SHAREHOLDERS` MEETING The circular relating to the Offer was posted to Shareholders on Tuesday, 8 November 2011 and includes, inter alia, details of the Scheme, a notice of the meeting of Shareholders, a form of proxy and a form of surrender and transfer ("Circular"). Shareholders are advised that the completion of the Scheme is subject to the fulfilment or waiver of certain conditions precedent set forth in the Circular, and are advised to review the Circular for the terms and conditions of the Scheme. The Shareholders` meeting will be held at the Farm 246, Luipaardsvlei, Krugersdorp, at 10h00 on Tuesday, 6 December 2011 to consider and, if deemed fit, approve the resolutions necessary to implement the Scheme. 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 notes thereto shall have the same meaning as assigned to them in the Circular. 2011 Circular posted to Shareholders on Tuesday, 8 November Notice of Shareholders` meeting released on SENS on Thursday, 10 November Last day to trade in African Brick shares in order to Friday, 18 November be recorded in the register to vote at the Shareholders` meeting (see note b below) on Voting record date to vote at the Shareholders` Friday, 25 November meeting by close of trading on Last day to lodge forms of proxy in respect of the Friday, 2 December Shareholders` meeting by 10:00 on Last date and time for Shareholders to give notice, Tuesday, 6 December in terms of section 164 of the Companies Act, to African Brick objecting to the special resolution by 10:00 (see note c below) on Shareholders` meeting to be held at 10:00 on Tuesday, 6 December Publication of results of the Shareholders` meeting Tuesday, 6 December on SENS on If the Scheme is approved by Shareholders at the Shareholders` meeting: Last date on which Shareholders can make application Wednesday, 21 December to the court in terms of section 115(3) of the Companies Act Last date for African Brick to send objecting Wednesday, 21 December Shareholders notices of the adoption of the special resolution approving the scheme, in terms of section 164 of the Companies Act If no Shareholders exercise their rights in terms of section 115 of the Companies Act: Finalisation announcement released on SENS Thursday, 22 December Last day to trade in African Brick shares Thursday, 29 December Suspension of listing on the JSE of African Brick Friday, 30 December shares at commencement of trading on Scheme consideration record date, being the date on Friday, 6 January 2012 which Scheme participants must be recorded in the register to receive the Scheme consideration, by close of trading on The operative date of the Scheme is expected to be on Monday, 9 January 2012 Scheme consideration is expected to be paid/posted to Monday, 9 January 2012 certificated Scheme 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 are expected to Monday, 9 January 2012 have their accounts held at their CSDP or broker updated on or about Termination of listing of African Brick shares at the Tuesday, 10 January commencement of trading on or about 2012 Notes: All dates and times may be changed by mutual agreement between African Brick and Yakani and/or may be subject to the obtaining of certain regulatory approvals and/or for no court approval or review of the special resolution. Any change will be published on SENS. Shareholders should note that as transactions in African Brick 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 African Brick shares after Friday, 18 November 2011 will not be eligible to vote at the Shareholders` meeting. Shareholders who wish to exercise their appraisal rights are referred to section 9 of the Circular for the purposes of determining the relevant timing for the exercise of their appraisal rights. Shareholders who wish to exercise their right to obtain the approval of a court for the Scheme, in terms of section 115(3) of the Companies Act, should refer to Annexure 4 of the Circular which includes an extract of section 115 of the Companies Act. Should shareholders exercise their rights in terms of section 115(3) of the Companies Act, the dates and times set out above will not be relevant. Shareholders will be notified separately of the applicable dates and times under this process. All times given in this document are local times in South Africa. Share certificates may not be dematerialised after Thursday, 29 December 2011. If the Shareholders` meeting is adjourned or postponed, forms of proxy submitted for the initial Shareholders` meeting will remain valid in respect of any adjournment or postponement of the Shareholders` meeting. Although the salient dates and times are stated to be subject to change, such statement may not be regarded as consent or dispensation for any change to time periods which may be required in terms of the Takeover Regulations, where applicable, and any such consents or dispensations must be specifically applied for and granted. Johannesburg 10 November 2011 Corporate Advisor and Designated Advisor to African Brick Grindrod Bank Limited Independent Expert to African Brick BDO Corporate Finance Proprietary Limited Corporate Law Advisor to Yakani Taback and Associates Proprietary Limited Date: 10/11/2011 11:04:21 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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