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Results of Scheme Meeting and Finalisation Announcement
B & W INSTRUMENTATION AND ELECTRICAL LIMITED
Incorporated in the Republic of South Africa
(Registration number 2001/008548/06)
Share code: BWI ISIN: ZAE000098687
(“B&W”)
RESULTS OF SCHEME MEETING AND FINALISATION ANNOUNCEMENT
Shareholders are referred to the joint cautionary announcement released on SENS on 4 November 2013 and
published in the press on 5 November 2013, the firm intention announcement released on SENS on
2 December 2013 and published in the press on 3 December 2013 in connection with the firm offer by ELB
Group Limited (“ELB Group”) in terms of which ELB Group offered to acquire, either itself or through one of its
subsidiaries, the entire issued ordinary share capital of B&W, excluding the B&W ordinary shares held by B&W
subsidiaries (“Scheme Shares”) by way of a scheme of arrangement (“Scheme”) to be proposed by the board
of directors of B&W between B&W and the holders of Scheme Shares, in terms of section 114(1)(d) of the
Companies Act, No 71 of 2008, as amended, the joint announcement relating to the pro forma financial effects
of the Scheme and withdrawal of cautionary announcement released on SENS on 6 February 2014 and
published in the press on 7 February 2014.
B&W shareholders are advised that at the shareholders meeting (“Scheme Meeting”) held on Friday,
14 March 2014, convened to consider the Scheme in terms of the notice convening the Scheme Meeting
contained in the circular to B&W Shareholders issued on 13 February 2014 (“Circular”), all the resolutions were
passed by the requisite majority of shareholders.
B&W shareholders are further advised that, following receipt from the Takeover Regulation Panel (“Panel”) of a
compliance certificate in terms of section 119(4)(b) of the Companies Act in respect of the Scheme on
7 February 2014 and receipt from the Competition Tribunal of approval for the implementation of the Scheme on
20 February 2014, all outstanding conditions precedent to the Scheme have now been fulfilled.
Accordingly, B&W shareholders are advised that the salient dates which were set out in the Circular, have been
amended by mutual agreement between B&W and ELB Group (with the approval of JSE Limited (“JSE”) and the
Panel) as follows:
2014
Last day to trade in Shares in order to be recorded in the Register on the Scheme
Record Date (Scheme Last Day to Trade) Thursday, 10 April
Date of suspension of listing of Shares on the JSE Friday, 11 April
Scheme Record Date on which Shareholders must be recorded in the Register to
receive the Scheme Consideration Thursday, 17 April
Operative Date of the Scheme Tuesday, 22 April
Scheme Consideration to be posted/credited to Certificated Scheme Participants
(provided their Form of Surrender and Transfer (pink) are received on or prior to 12:00
on the Scheme Record Date), on or about Tuesday, 22 April
Dematerialised Scheme Participants to have their accounts with their CSDP or broker
credited with the Scheme Consideration, on or about Tuesday, 22 April
Termination of listing of Shares at commencement of trade on the JSE Wednesday, 23 April
Note: Share certificates in the name of B & W Instrumentation and Electrical Limited will not be able to be
dematerialised or rematerialised after Thursday, 10 April 2014.
Johannesburg
14 March 2014
Corporate and Designated Advisor to B&W
Merchantec Capital
Legal Adviser to B&W
Fluxmans Inc.
Date: 14/03/2014 04:14:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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