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OLI - O-Line Holdings Limited - Confirmation of section 114 scheme of
arrangement, posting of circular and Notice of General Meeting
O-LINE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2006/034685/06)
(Share code: OLI)
(ISIN: ZAE000110730)
("O-line" or "the Company")
CONFIRMATION OF SECTION 114 SCHEME OF ARRANGEMENT, POSTING OF CIRCULAR AND
NOTICE OF GENERAL MEETING
1. CONFIRMATION OF SECTION 114 SCHEME OF ARRANGEMENT
1.1 Shareholders are referred to the joint detailed announcement, relating
to inter alia, the conditional firm intention offer ("OBO Offer") of OBO
Bettermann GmbH & Co. KG ("OBO") to acquire all the issued shares of O-
line ("O-line Shares"), save for the O-line Shares ("Management Shares")
held by three executive managers and a Trust established for the benefit
of one of those executive managers and his family (collectively "the
Management Shareholders"), by way of a scheme of arrangement (the
"Scheme") in terms of section 114 of the Companies Act to be proposed by
O-line between O-line and its shareholders (other than the Management
Shareholders), as published on SENS on 22 February 2012 and in the press
on 23 February 2012.
1.2 OBO will acquire 175 724 162 O-line shares for a cash consideration of
130 cents per O-line share ("Scheme Consideration") if the Scheme is
implemented.
1.3 The Management Shareholders hold 39 341 600 O-line shares, which will
not form part of the Scheme.
1.4 On implementation of the Scheme, O-line will become a 81.57% subsidiary
of OBO and the O-line shares will be delisted from the Alternative
Exchange operated by the JSE Limited.
1.5 In addition, the OBO Offer was contingent on the payment to O-line
Shareholders of a special dividend of three cents per O-line Share, on
or prior to the implementation date of the Scheme (the "Dividend"). The
Dividend has been paid to O-line shareholders.
2. POSTING OF CIRCULAR
O-line shareholders are hereby advised that a circular containing
details of the Scheme and incorporating a notice of general meeting
("Circular") will be posted to O-line shareholders today. O-line
shareholders are hereby advised to review the Circular for the terms and
conditions to the Scheme.
3. NOTICE OF GENERAL MEETING OF O-LINE SHAREHOLDERS
Notice is hereby given that a general meeting of O-line shareholders
will be held at 10:00 on Thursday, 24 May 2012 at O-line`s offices at 14-
16 Prop Street, Selby for the purpose of considering and, if deemed fit,
passing with or without modification, the resolutions set out in the
notice of general meeting included in the Circular.
4. IMPORTANT DATES AND TIMES RELATING TO THE SCHEME
The definitions and interpretations commencing on page 9 of the Circular
shall apply to these important dates and times relating to the Scheme
set out below.
ACTION 2012
Circular posted to O-line shareholders Monday, 23 April
and notice convening the general meeting
published on SENS
Notice convening the general meeting Tuesday, 24 April
published in the press on
Last day to trade in O-line shares in Friday, 11 May
order to be recorded in the register to
vote at the scheme meeting (see note 2
below) on
Record date to be eligible to vote at the Friday, 18 May
scheme meeting by 17:00 on
Last day to lodge forms of proxy in Tuesday, 22 May
respect of the scheme meeting by 10:00 on
Last date for shareholders to give O-line Thursday, 24 May
written notice objecting to the scheme in
terms of section 164(3) of the Companies
Act by no later than 10:00
Scheme meeting to be held at 10:00 on Thursday, 24 May
Publication of results of the scheme Thursday, 24 May
meeting on SENS on
Publication of results of the scheme Friday, 25 May
meeting in the press on
Last day on which O-line shareholders can Monday, 11 June
apply to court for leave to review the
Scheme in terms of section 115(3)(b) of
the Companies Act on
Finalisation date expected to be on or Tuesday, 12 June
about
Finalisation date announcement to be Tuesday, 12 June
published on SENS on or about
Finalisation date announcement to be Wednesday, 13 June
published in the press on or about
Last day to trade O-line shares on the Friday, 22 June
JSE in order to be recorded in the
register to receive the scheme
consideration on
Suspension of listing on the JSE of O- Monday, 25 June
line shares at commencement of trading on
Friday, 29 June
Scheme consideration record date, being
the time and date on which scheme
participants must be recorded in the
register to receive the scheme
consideration, which is expected to be by
17:00 on
Expected operative date of the scheme on Monday, 02 July
Scheme consideration expected to be Monday, 02 July
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
Dematerialised scheme participants Monday, 02 July
expected to have their accounts (held at
their CSDP or broker) updated on
Termination of listing of O-line shares Tuesday, 03 July
on the JSE at the commencement of trading
on or about
Notes:
1. The above dates and times are subject to such changes as may be
agreed to by O-line and OBO and approved by the JSE and/or the
Takeover Regulation Panel, if required.
2. Shareholders should note that, as trade in O-line shares on the JSE
is settled through Strate, settlement of trades takes place five
business days after the date of such trades. Therefore, O-line
shareholders who acquire shares on the JSE after the last day to
trade in O-line shares in order to be recorded in the Register on
the Scheme Voting Record Date will not be entitled to vote at the
general meeting.
3. O-line shareholders who wish to object to the Scheme or to exercise
their appraisal rights are referred to Annexures 6 and 7 to the
Circular which contain extracts of the relevant sections of the
Companies Act.
4. Dematerialised Shareholders, other than those with "own-name"
registration, must provide their CSDP or Broker with their
instructions for voting at the general meeting by the cut-off time
and date stipulated by their CSDP or Broker in terms of their
respective Custody Agreements.
5. No dematerialisation or re-materialisation of O-line shares may
take place from the business day following the last date to trade,
as set out in the above table.
6. If the general meeting is adjourned or postponed, forms of proxy
submitted for the initial general meeting will remain valid in
respect of any adjournment or postponement of the general meeting.
7. 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 Companies Regulations, where applicable, and any
such consents or dispensations must be specifically applied for and
granted.
8. All times referred to in the Circular are references to South
African time.
Selby
23 April 2012
Designated Advisor to O-line: Sasfin Capital, (a division of Sasfin Bank
Limited)
Legal advisor to O-line: Edwin Jay Incorporated
Corporate Advisors to O-line: DEA-RU (Pty) Ltd
Independent Expert to O-line: PSG Capital (Pty) Ltd
Reporting accountant to O-line: AM Smith & Company Limited
Corporate advisor to OBO Bettermann: Ernst & Young Advisory Services Ltd
Legal advisor to OBO Bettermann: Read Hope Phillips Attorneys
Date: 23/04/2012 14:51:01 Supplied by www.sharenet.co.za
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