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OLI
OLI
OLI - O-LINE Holdings Limited - Confirmation of section 114 scheme of
arrangement and Finalisation dates announcement
O-LINE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2006/034685/06)
(Share code: OLI)
(ISIN: ZAE000110730)
("O-line")
CONFIRMATION OF SECTION 114 SCHEME OF ARRANGEMENT AND FINALISATION DATES
ANNOUNCEMENT
1 CONFIRMATION OF SECTION 114 SCHEME OF ARRANGEMENT
Shareholders are referred to the joint detailed announcements, relating to
inter alia, the conditional firm intention offer of OBO Bettermann GmbH &
Co. KG to acquire all the issued shares of O-line ("O-line Shares"), save
for the O-line Shares ("Management Shares") held by three executive
managers and a Trust established for the benefit of one of those executive
managers and his family (collectively "the Management Shareholders"), by
way of a scheme of arrangement (the "Scheme") in terms of section 114 of
the Companies Act proposed by O-line between O-line and its
shareholders(other than the Management Shareholders) and approved by more
than 99% of its shareholders who voted at the O-line shareholders meeting
held on 24 May 2012, as published on SENS on 22 February 2012, 22 April
2012 and 23 May 2012 and in the press on 23 February 2012, 23 April 2012
and 24 May 2012, respectively (the "Announcements") and the circular to O-
line shareholders dated 23 April 2012 (the "Circular").
2 CONDITIONS PRECEDENT
O-line shareholders are hereby advised that the Scheme is now unconditional
and will be implemented in accordance with the terms set out in the
Circular.
3 CONFIRMATION OF IMPORTANT DATES AND TIMES RELATING TO THE SCHEME
The respective salient dates and times applicable to the Scheme, as set out
in the Announcements and Circular is reflected in the table below.
ACTION 2012
Finalisation date announcement to be published on SENS Tuesday, 12 June
on or about
Finalisation date announcement to be published in the Wednesday, 13
press on or about June
Last day to trade O-line shares on the JSE in order to Friday, 22 June
be recorded in the register to receive the scheme
consideration on
Suspension of listing on the JSE of O-line shares at Monday, 25 June
commencement of trading on
Scheme consideration record date, being the time and Friday, 29 June
date on which scheme participants must be recorded in
the register to receive the scheme consideration, which
is expected to be by 17:00 on
Expected operative date of the scheme on Monday, 02 July
Scheme consideration expected to be paid/posted to Monday, 02 July
certificated scheme 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 expected to have Monday, 02 July
their accounts (held at their CSDP or broker) updated on
Termination of listing of O-line shares on the JSE at Tuesday, 03 July
the commencement of trading on or about
Note: No dematerialisation or rematerialisation of O-line shares may take place
after Friday, 22 June 2012 as set out in the above table.
Selby
12 June 2012
Designated Advisor to O-line: Sasfin Capital, (a division of Sasfin Bank
Limited)
Legal advisor to O-line: Edwin Jay Incorporated
Corporate Advisors to O-line: DEA-RU (Pty) Ltd
Independent Expert to O-line: PSG Capital (Pty) Ltd
Reporting accountant to O-line: AM Smith & Company Limited
Corporate advisor to OBO Bettermann: Ernst & Young Advisory Services Ltd
Legal advisor to OBO Bettermann: Read Hope Phillips Attorneys
Date: 12/06/2012 17:32:01 Produced by the JSE SENS Department.
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