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UNI
UNI
UNI - Universal Industries Corporation Limited - Fulfilment of conditions and
salient dates for the scheme
UNIVERSAL INDUSTRIES CORPORATION LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1996/004343/06)
JSE code: UNI ISIN: ZAE000110664
("Universal" or "the company")
FULFILMENT OF CONDITIONS AND SALIENT DATES FOR THE SCHEME
Shareholders are referred to the circular to Universal shareholders dated
30 August 2011 (the "circular") and the announcements previously released by
Universal on the Securities Exchange News Service ("SENS") in respect of:
- a scheme of arrangement in terms of section 114 of the Companies Act, 71
of 2008 proposed by Ethos Private Equity Fund V ("Ethos") and certain
existing shareholders of the company (identified in the circular and
defined therein as the "existing shareholders consortium") (collectively
"the offeror") between Universal and its shareholders (other than the
existing shareholders consortium) by way of a repurchase by the company
in terms of section 48 of the Companies Act, 71 of 2008 and paragraph
5.69 of the JSE Listings Requirements of all of the Universal shares
held by the Universal shareholders (other than the existing shareholders
consortium) on the scheme consideration record date, as defined in the
circular, (the "scheme");
- the delisting of the Universal shares from the JSE Limited (the "JSE");
- the conversion of ordinary shares of par value in the company to
ordinary shares of no par value in the company.
Universal shareholders are hereby advised that all of the suspensive
conditions to the scheme have been fulfilled as contemplated under the terms
of the scheme.
The salient dates and times applicable to the scheme are as follows:
Finalisation date and announcement pertinent to the Friday, 14 October 2011
scheme published in the press on
Last day to trade in Universal shares in order to Friday, 21 October 2011
participate in the scheme consideration on
Suspension of listing of Universal shares at Monday, 24 October 2011
commencement of trading on
Scheme consideration record date, being the date on Friday, 28 October 2011
which Universal shareholders must be recorded in the
register to receive the scheme consideration, by
close of trading on
Implementation date of the scheme on Monday, 31 October 2011
Scheme consideration posted to certificated scheme Monday, 31 October 2011
participants (if documents of title are received on
or prior to 12:00 on the scheme consideration record
date) on or about
Dematerialised scheme participants accounts (held at Monday, 31 October 2011
their CSDP or broker) credited with the scheme
consideration on
Expected termination of listing of Universal shares Tuesday, 1 November 2011
on the JSE at the commencement of trading on or about
Notes:
1. All dates and times in this announcement are local times in South
Africa.
2. Share certificates in Universal may not be dematerialised or
rematerialised after the scheme consideration last day to trade.
Johannesburg
13 October 2011
Corporate advisor, legal advisor and sponsor to Universal and advisor to the
existing shareholders consortium
Java Capital
Legal advisor to Ethos and competition law advisor to the merging parties
Webber Wentzel
Independent expert to Universal
Grant Thornton
Debt providers
Nedbank Limited
Date: 13/10/2011 15:11:12 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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