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New Bond posting of circular and scheme meeting
Shareholders of New Bond were referred to the joint announcement by New Bond and Blackstar published on SENS on Monday, 4 March 2013 and in the press on Friday, 8 March 2013, advising of the firm intention of Blackstar to make an offer for the acquisition by Blackstar, or one of its wholly owned subsidiaries, of the entire issued ordinary share capital of New Bond (other than treasury shares held by subsidiaries of New Bond and shares already held by Blackstar in New Bond), by way of a scheme of arrangement in terms of section 114 of the Companies Act 71 of 2008, as amended (the "Companies Act").
New Bond Shareholders are also referred to the further joint announcement of New Bond and Blackstar regarding the Scheme, as released on SENS on Friday, 15 March 2013 and in the press on Monday, 18 March 2013.
The requisite approvals required from the South African Reserve Bank, the JSE Ltd. and the Takeover Regulation Panel (through the issue of the requisite approval letter) for the posting of the circular to New Bond Shareholders ("the Circular") have been obtained.
Posting of circular New Bond
Shareholders were hereby advised that the Circular, containing details of the Scheme, will be posted to New Bond Shareholders today, 28 March 2013. The Circular incorporates a notice convening a general meeting of New Bond Shareholders for purposes of approving the Scheme. The Circular will be available on the website www.newbond.co.za. New Bond Shareholders are advised to review the Circular for the full terms and conditions of the Scheme.
Notice of general meeting of New Bond Shareholders
Notice was given that a general meeting of New Bond Shareholders will be held at 11h00 on Friday, 26 April 2013 at 2nd Floor, 11 Crescent Drive, Melrose Arch, Johannesburg, at which meeting New Bond Shareholders will consider and vote on the Scheme ("Scheme Meeting").
Important dates and times relating to the scheme
The important dates and times relating to the Scheme are set out below. Capitalised terms used in the important dates and times and in the notes thereto and that are not otherwise defined, bear the meanings ascribed to them in the Circular.
- Circular posted to New Bond Shareholders and notice convening the Scheme Meeting released on SENS on Thursday, 28 March 2013
- Notice convening the Scheme Meeting published in the press on Tuesday, 2 April 2013
- Last day to trade in New Bond Shares in order to be recorded in the register on the voting record date on Friday, 12 April 2013
- Voting record date to vote at the Scheme Meeting being 17h00 on Friday, 19 April 2013
- Last day for receipt of proxies for the New Bond Shareholders' Scheme Meeting by 11h00 on Thursday, 25 April 2013
- Last date and time for New Bond Shareholders to give notice in terms of section 164(3) of the Companies Act to New Bond objecting to the Special Resolution approving the Scheme by 11h00 on Friday, 26 April 2013
- New Bond Shareholders' Scheme Meeting to be held at 11h00 on Friday, 26 April 2013
- Results of Scheme Meeting released on SENS on Friday, 26 April 2013
- Results of Scheme Meeting published in the press on Monday, 29 April 2013
- Last date for New Bond Shareholders to require New Bond to seek court approval in terms of section 115(3)(a) of the Companies Act for the Scheme on Monday, 6 May 2013
- Last date for New Bond Shareholders to apply to court for leave to apply for a review of the Scheme in terms of section 115(3)(b) of the Companies Act on Monday, 13 May 2013
- Last date for New Bond to send objecting New Bond Shareholders notices of the adoption of the Special Resolution approving the Scheme in terms of section 164(4) of the Companies Act on Monday, 13 May 2013
- Finalisation Date announcement expected to be released on SENS on Friday, 17 May 2013
- Finalisation Date announcement expected to be published in the press on Monday, 20 May 2013
- Scheme Last Day to Trade in New Bond Shares in order to participate in the Scheme on Friday, 24 May 2013
- Suspension of listing of New Bond Shares at commencement of trading on Monday, 27 May 2013
- Scheme Consideration Record Date to be recorded in the Register in order to receive the Scheme Consideration expected to be on or about Friday, 31 May 2013
- Expected Implementation Date of the Scheme on Monday, 3 June 2013
- Settlement of the Scheme Consideration to Dematerialised Shareholders is expected to take place, through the crediting of their accounts, on Monday, 3 June 2013
- Settlement of the Scheme Consideration to Certificated Shareholders is expected to take place, through posting of the Scheme Consideration, on Monday, 3 June 2013
- Expected termination of listing of NBC Shares on the JSE at the commencement of trading on or about Tuesday, 4 June 2013
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