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Thu 17 Apr 2014
Close: 34c 
Day's move: 0c (0.00%)
Volume: 0
Trades: 0
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B&W announce results of scheme meeting
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 Ltd. ("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 and the Panel) as follows:
- 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.
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B&W -- circular and scheme meeting
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 Ltd (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 Companies Act) and 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 hereby advised that the circular (Circular) providing them with the relevant information regarding the Scheme and incorporating, inter alia, a notice convening a meeting of the B&W Shareholders ("Scheme Meeting") was posted to B&W Shareholders on 13 February 2014. The Circular will also be available on the B&W website (www.bwie.co.za).
Notice is hereby given that the Scheme Meeting will be held at 11:00 on Friday, 14 March 2014 Ascot Mews, 19 Heidelberg Avenue, Newmarket, Alberton, 1449, for the purpose of considering, and, if deemed fit, passing, with or without modification, the resolutions set out in the notice convening the Scheme Meeting.
The important dates and times relating to the Scheme are set out below. Words and expressions in the Timetable and the notes thereto shall have the same meanings as assigned to them in the Circular.
- Record date for Shareholders to be recorded in the Register in order to be entitled to receive the Circular Friday, 7 February 2014
- Posting of the Circular to Shareholders and notice convening Scheme Meeting released on SENS Thursday, 13 February
- Notice convening Scheme Meeting published in the South African press Friday, 14 February
- Last day to trade in Shares in order to be recorded in the Register on the Voting Record Date (Voting Last Day to Trade) Friday, 28 February
- Voting Record Date for Shareholders to be recorded in the Register in order to be eligible to vote at the Scheme Meeting Friday, 7 March
- Forms of Proxy to be received by the Transfer Secretaries by 11:00 on Wednesday, 12 March
- Last date and time for Shareholders to give notice to B&W objecting to the Special Resolution approving the Scheme in terms of section 164 of the Companies Act by 11:00 on Friday, 14 March
- Scheme Meeting at 11:00 on Friday, 14 March
- Results of Scheme Meeting released on SENS Friday, 14 March
- Results of Scheme Meeting published in the South African press Monday, 17 March
If the Scheme is approved by B&W Shareholders at the Scheme Meeting:
- Last day for Shareholders who voted against the Scheme to require B&W to seek court approval for the Scheme in terms of section 115(3)(a) of the Companies Act Monday, 24 March
- Last day for B&W to send notice of adoption of Special Resolution to Dissenting Shareholders, in accordance with section 164 of the Companies Act Monday, 31 March
- Last day for a Shareholder who voted against the Scheme 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 Monday, 31 March
The following dates assume that no court approval or review of the Scheme is required and will be confirmed in the finalisation announcement if the Scheme becomes unconditional:
- Expected Fulfilment Date Wednesday, 9 April
- Finalisation announcement expected to be released on SENS Wednesday, 9 April
- Finalisation announcement expected to be published in the South African press Thursday, 10 April
- Expected last day to trade in Shares in order to be recorded in the Register on the Scheme Record Date (Scheme Last Day to Trade) Wednesday, 16 April
- Expected date of suspension of listing of Shares on the JSE Thursday, 17 April
- Expected Scheme Record Date on which Shareholders must be recorded in the Register to receive the Scheme Consideration Friday, 25 April
- Expected Operative Date of the Scheme Tuesday, 29 April
- Scheme Consideration expected 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, 29 April
- Dematerialised Scheme Participants expected to have their accounts with their CSDP or broker credited with the Scheme Consideration, on or about Tuesday, 29 April
- Expected termination of listing of Shares at commencement of trade on the JSE Wednesday, 30 April
Note: These dates supersede the dates in the Circular.
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B&W -ELB offer and cautionary withdrawn
Further to the joint cautionary announcement released on SENS on 4 November 2013 and published in the press on 5 November 2013 ("Joint Cautionary Announcement"), and the firm intention announcement released on SENS on 2 December 2013 and published in the press on 3 December 2013 (Firm Intention Announcement), in connection with the firm offer by 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") ("Proposed Transaction") and the parties’ intention to terminate the listing of B&W on the AltX of the JSE Limited ("JSE") should the Proposed Transaction be implemented, B&W and ELB Group wish to set out in this joint announcement, the pro forma effect on the earnings and asset value per B&W share and ELB Group Share if the Proposed Transaction is implemented . Accordingly, this announcement should be read with the Firm Intention Announcement for all intents and purposes, as if it were incorporated in paragraph 14 thereof. Words and phrases defined in the Firm Intention Announcement will have the same meanings in this announcement, unless expressly indicated otherwise.
The Circular, which will contain inter alia the terms of the Scheme, a notice convening the Scheme Meeting, a form of proxy in connection with the Scheme Meeting and a form of surrender and transfer in respect of the Scheme Shares, is subject to the approval of the TRP and JSE and is expected to be posted to B&W shareholders on or before Friday, 14 February 2014. An announcement confirming the salient dates of the Scheme will be made upon posting of the Circular.
Withdrawal of cautionary
Further to the renewal of the joint cautionary announcement dated 17 January 2014, caution is no longer required to be exercised by shareholders when dealing in either company’s securities as the comparative table of pro forma earnings and asset value per B&W share and ELB Group share has now been published.
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