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GMB
GMB
GMB - Glenrand MIB Limited - Remaining Conditions Precedent
GLENRAND MIB LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/008001/06)
Share code: GMB
ISIN: ZAE000078010
("Glenrand" or "the company")
AON SOUTH AFRICA (PROPRIETARY) LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1978/004501/07)
("Aon")
REMAINING CONDITIONS PRECEDENT TO THE IMPLEMENTATION OF THE SCHEME OF
ARRANGEMENT (IN TERMS OF SECTION 311 OF THE COMPANIES ACT, 61 OF 1973, AS
AMENDED) PROPOSED BY AON BETWEEN GLENRAND AND ITS ORDINARY SHAREHOLDERS ("THE
SCHEME") AND AMENDMENT OF IMPORTANT DATES AND TIMES
1. INTRODUCTION
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.
2. REMAINING CONDITIONS PRECEDENT TO THE IMPLEMENTATION OF THE SCHEME
The only remaining conditions precedent to the implementation of the
scheme are the following:
2.1 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;
2.2 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
2.3 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 (Proprietary) Limited,
Micawber 428 (Proprietary) Limited and Micawber 429 (Proprietary) Limited,
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.
3. AMENDMENT OF IMPORTANT DATES AND TIMES
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
in 2.2 and 2.3 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 set out in 2.2 and 2.3 above, the
important dates and times for the implementation of the scheme will be
amended as follows:
2011
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
Notes:
1. ALL DATES AND TIMES MAY BE CHANGED BY MUTUAL AGREEMENT BETWEEN GLENRAND
AND AON AND/OR MAY BE SUBJECT TO THE OBTAINING OF CERTAIN REGULATORY
APPROVALS. ANY CHANGE WILL BE RELEASED ON SENS AND PUBLISHED IN THE
PRESS.
2. ALL TIMES GIVEN IN THIS ANNOUNCEMENT ARE LOCAL TIMES IN SOUTH AFRICA.
3. SHARE CERTIFICATES MAY NOT BE DEMATERIALISED OR REMATERIALISED AFTER
THURSDAY, 14 APRIL 2011.
A further announcement relating to the fulfilment, or if appropriate, waiver
of the remaining conditions precedent 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.
Randburg
24 March 2011
Corporate Advisor and Transactional Sponsor to Glenrand
Sasfin Capital
A division of Sasfin Bank Limited
Legal Advisor to Glenrand
Deneys Reitz Inc.
Independent Financial Advisor to the Glenrand Board
PricewaterhouseCoopers Corporate Finance (Proprietary) Limited
Sponsor to Glenrand
Nedbank Capital
Corporate Advisor to Aon
Grindrod Bank Limited
Legal Advisor to Aon
Edward Nathan Sonnenbergs Inc.
Financial and Tax Due Diligence Advisor to Aon
Deloitte
Advisor to the Black Business Partner Shareholders of Glenrand
Standard Bank Group Limited
Date: 24/03/2011 16:00:02 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. |
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