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OLI - O-LINE Holdings Limited - Confirmation of section 114 scheme of arrangement and Finalisation dates announcement O-LINE HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number 2006/034685/06) (Share code: OLI) (ISIN: ZAE000110730) ("O-line") CONFIRMATION OF SECTION 114 SCHEME OF ARRANGEMENT AND FINALISATION DATES ANNOUNCEMENT 1 CONFIRMATION OF SECTION 114 SCHEME OF ARRANGEMENT
Shareholders are referred to the joint detailed announcements, relating to inter alia, the conditional firm intention offer of OBO Bettermann GmbH & Co. KG 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 proposed by O-line between O-line and its shareholders(other than the Management Shareholders) and approved by more than 99% of its shareholders who voted at the O-line shareholders meeting held on 24 May 2012, as published on SENS on 22 February 2012, 22 April 2012 and 23 May 2012 and in the press on 23 February 2012, 23 April 2012 and 24 May 2012, respectively (the "Announcements") and the circular to O- line shareholders dated 23 April 2012 (the "Circular"). 2 CONDITIONS PRECEDENT
O-line shareholders are hereby advised that the Scheme is now unconditional and will be implemented in accordance with the terms set out in the Circular. 3 CONFIRMATION OF IMPORTANT DATES AND TIMES RELATING TO THE SCHEME The respective salient dates and times applicable to the Scheme, as set out in the Announcements and Circular is reflected in the table below. ACTION 2012 Finalisation date announcement to be published on SENS Tuesday, 12 June on or about Finalisation date announcement to be published in the Wednesday, 13 press on or about June Last day to trade O-line shares on the JSE in order to Friday, 22 June be recorded in the register to receive the scheme consideration on Suspension of listing on the JSE of O-line shares at Monday, 25 June commencement of trading on Scheme consideration record date, being the time and Friday, 29 June 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 paid/posted to Monday, 02 July 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 expected to have Monday, 02 July their accounts (held at their CSDP or broker) updated on Termination of listing of O-line shares on the JSE at Tuesday, 03 July the commencement of trading on or about Note: No dematerialisation or rematerialisation of O-line shares may take place after Friday, 22 June 2012 as set out in the above table. Selby 12 June 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: 12/06/2012 17:32:01 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.
