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Thu 21 Apr 2011
Close: 1c 
Day's move: 0c (0.00%)
Volume: 0
Trades: 0
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Glenrand -- scheme of arrangement
Shareholders of Glenrand ("Glenrand shareholders") are referred to the announcement released by Glenrand on SENS on 24 March 2011 and published in the press on 25 March 2011, wherein they were advised of the status of the conditions precedent to, and amendments to the timetable for, implementation of the scheme.
The following conditions precedent to the implementation of the scheme have been fulfilled:
- The South African Competition Authorities have approved the scheme conditionally, on such conditions as are acceptable to the parties affected thereby;
- Glenrand has not undertaken or allowed to occur any unusual corporate action or frustrating action as described in rule 19 of the securities regulation code on take-overs and mergers including, but not limited to, any declaration of any unusual or unplanned dividends, without the consent of Aon; and
- No material adverse change such as would have been likely to have had a material adverse effect on Glenrand, its operations, reputation and/or the earnings potential of Glenrand, has occurred prior to the date on which the last of the conditions precedent was fulfilled or waived.
The following condition precedent to the implementation of the scheme has been waived:
- Approvals of the scheme have not yet been obtained from the competition authorities in Swaziland and Namibia. However, Glenrand and Aon are of the view, or have been informed by the relevant regulator, that the applicable competition legislation in those jurisdictions allows the scheme to be implemented in South Africa, but not in those jurisdictions, until such time as the requisite approval in those jurisdictions is obtained.
Implementation of the scheme
Aon has confirmed the fulfilment of the conditions precedent set out above and the waiver of the condition precedent set out above and Glenrand has confirmed its agreement thereto. Glenrand shareholders are therefore advised that all conditions precedent to the scheme have now been fulfilled and/or waived and that the scheme will be implemented in South Africa in accordance with the timetable released by Glenrand on SENS on 24 March 2011 and published in the press on 25 March 2011.
Change to the Glenrand board of directors
The board of Glenrand advises that Mr Anton Roux, the CEO of Aon, has been appointed as a non-executive director of the company with effect from 7 April 2011.
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Glenrand -- remaining conditions precedent
Shareholders of Glenrand ("Glenrand shareholders") are referred to the announcement released by Glenrand on SENS on 15 March 2011 and published in the press on 16 March 2011, wherein they were advised that the scheme had been sanctioned by the South Gauteng High Court, Johannesburg. A certified copy of the court order sanctioning the scheme was registered with the companies and Intellectual Property Registration Office, Pretoria, on Thursday, 24 March 2011.
The only remaining conditions precedent to the implementation of the scheme are the following:
- the unconditional approval of the scheme by the relevant Competition Authorities in South Africa, Swaziland and Namibia, or if such approval is conditional, then on such conditions as may be acceptable to the parties affected thereby;
- Glenrand not having undertaken or allowed to occur any unusual corporate action or frustrating action as described in Rule 19 of the Securities Regulation Code on Take-overs and Mergers including, but not limited to, any declaration of any unusual or unplanned dividends, without the consent of Aon; and
- no material adverse change such as would be likely to have a material adverse effect on Glenrand, its operations, reputation and/or the earnings potential of Glenrand, having occurred prior to the date on which the last of the conditions precedent set out above is fulfilled or waived, or 30 April 2011 or such later date as may be agreed in writing between the parties, whichever is the earlier, further details of which are set out in the circular posted to Glenrand shareholders on 10 February 2011.
In addition, Glenrand shareholders are reminded that the scheme is inter- conditional and indivisibly linked to the share purchase agreement ("BBP agreement") entered into between Aon and Micawber 427 (Pty) Ltd, Micawber 428 (Pty) Ltd and Micawber 429 (Pty) Ltd, being the Black Business Partner shareholders ("the BBP shareholders") of Glenrand. The BBP agreement is subject only to the scheme becoming unconditional and operative in accordance with its terms.
Amendment of important dates
It is anticipated that the South African Competition Authorities will approve the scheme conditionally, on such conditions as will be acceptable to the parties affected thereby, by no later than 10h00 on 7 April 2011. No approval of the scheme is required from the Competition Authorities in Zimbabwe. It is anticipated that approval will not be obtained from the Competition Authorities in Swaziland and Namibia by 10h00 on 7 April 2011. However, the parties anticipate that "hold separate arrangements" will be concluded with the Competition Authorities in those jurisdictions by 10h00 on 7 April 2011, thereby allowing the scheme to be implemented in South Africa (but not in those jurisdictions, until the requisite approval in those jurisdictions is obtained). In the event that the approval of the Competition Authorities in South Africa is obtained and that hold separate arrangements with the Competition Authorities in Swaziland and Namibia are concluded, Aon will immediately confirm the fulfilment of or waive the remaining conditions precedent set out above. On the basis that the approval of the Competition Authorities in South Africa is obtained and that hold separate arrangements with the Competition Authorities in Swaziland and Namibia are concluded, by 10h00 on 7 April 2011, and that, immediately thereafter, Aon confirms the fulfilment of or waives the remaining conditions precedent, the important dates and times for the implementation of the scheme will be amended as follows:
- Finalisation announcement released on SENS by no later than 11h00 on Thursday, 7 April
- Finalisation announcement published in the press on Friday, 8 April
- Last day to trade to participate in scheme consideration on Thursday, 14 April
- Suspension of listing of Glenrand shares at commencement of trading on Friday, 15 April
- Scheme consideration record date, being the date on which scheme participants must be recorded in the register to receive the scheme consideration, by close of trading on Thursday, 21 April
- Operative date of the scheme : Tuesday, 26 April
- Scheme consideration expected to be paid/posted to certificated scheme participants (if documents of title are received on the scheme consideration record date) on or about Tuesday, 26 April
- Dematerialised scheme participants expected to have their accounts (held at their CSDP or broker) updated on Tuesday, 26 April
- Termination of listing of Glenrand shares at the commencement of trading on or about Thursday, 28 April.
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Genrand -- court sanctions scheme
Further to the announcement released by Glenrand on SENS on 1 March 2011 and published in the press on 2 March 2011, shareholders of Glenrand are hereby advised that the scheme was sanctioned by the South Gauteng High Court, Johannesburg on Tuesday, 15 March 2011. It is expected that a certified copy of the Court Order sanctioning the scheme will be registered with the Companies and Intellectual Property Registration Office, Pretoria, on or about Tuesday, 22 March 2011.
A further announcement or announcements relating to the fulfilment, or if appropriate, waiver, of the remaining conditions pertaining to the implementation of the scheme and, if applicable, updated important dates and times for implementation of the scheme will be released on SENS and published in the press in due course.
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