Offer for ABI - Salient dates in respect of the proposed scheme of arrangement
14 October 2004
Shareholders are referred to the announcement dated 22 September 2004 ("the Terms Announcement"), which contained details of Other Beverage Interests.
(Incorporated in England and Wales)
(Registration number 3528416)
Share code: SAB
Amalgamated Beverage Industries Limited
(Incorporated in the Republic of South Africa)
(Registration number 1970/006820/06)
Share code: ABI
ISIN: ZAE 000000048
Shareholders are referred to the announcement dated 22 September 2004 ("the Terms Announcement"), which contained details of Other Beverage Interests (Proprietary) Limited's ("OBI") (an indirect wholly-owned subsidiary of SABMiller) intention to propose a scheme of arrangement ("scheme") in terms of section 311 of the Companies Act, 1973 (Act 61 of 1973), as amended ("the Companies Act"), between ABI and its shareholders other than ABI Holding Company (Proprietary) Limited ("ABI Holdco"), pursuant to which OBI is to acquire all the shares held by such shareholders for a cash consideration of R91.00 per share.
SABMiller reserves the right to implement the acquisition of the ABI shares by other appropriate means should any of the conditions precedent to which the scheme is subject not be fulfilled.
This announcement contains the expected salient dates and times in relation to the scheme.
Shareholders are advised that in terms of an Order of Court dated 12 October 2004, the High Court of South Africa has granted ABI leave to convene a scheme meeting, to be held at 14:00 on Tuesday, 9 November 2004, at ABI House, 14 Pongola Crescent, Eastgate Extension 17, Sandton, 2199.
Salient dates and times
The expected dates and times pertaining to the scheme are set out below:
2004 Scheme circular posted Thursday, 14 October Last day for ABI shareholders to trade their ABI shares on the JSE in order to be recorded in the share registers to vote at the scheme meeting, by close of trade on the JSE on (refer note 2 below) Thursday, 28 October Record date to be able to vote at the scheme meeting by 17:00 on Thursday, 4 November Last day to lodge form of proxy for the scheme meeting by 14:00 on Friday, 5 November Scheme meeting to be held at 14:00 on Tuesday, 9 November Results of the scheme meeting to be announced on SENS on Tuesday, 9 November Results of the scheme meeting to be published in the South African press on Wednesday, 10 November Court hearing at 10:00 (or as soon as possible thereafter as Counsel may be heard) on Tuesday, 23 November Results of Court sanctioning the scheme announced on SENS on Tuesday, 23 November Results of Court sanctioning the scheme published in the South African press on Wednesday, 24 November If the scheme is sanctioned and implemented: Order of Court sanctioning the scheme to be registered by the Registrar of Companies on or about Friday, 26 November Registration of Order of Court sanctioning the scheme to be announced on SENS on Wednesday, 1 December Last day to trade in ABI shares on the JSE in order to be recorded in the register on the record date for the scheme on Friday, 3 December Suspension of the listing of ABI shares on the JSE at the commencement of trade on the JSE on Monday, 6 December Record date for the scheme on which shareholders must be recorded in the register to receive the scheme consideration by close of business on Friday, 10 December Operative date of the scheme from commencement of trade on the JSE on Monday, 13 December Consideration will be made available to scheme participants from Monday, 13 Decembe Termination of the listing of ABI shares on the JSE at the commencement of trade on the JSE on Tuesday, 14 December
- Any variation of the above dates and times, as may be approved by the Securities Regulation Panel ("SRP"), the JSE Securities Exchange South Africa ("JSE") and/or the Court, will be released on SENS and published in the South African press.
- Shareholders should note that, as trade in ABI shares on the JSE is settled through STRATE, settlement for trade takes place five business days after such trade. Therefore, shareholders who acquire ABI shares on the JSE after Thursday, 28 October 2004 will not be eligible to vote at the scheme meeting.
- Dematerialised scheme members, other than own name dematerialised scheme members, must provide their Central Securities Depository Participant ("CSDP") or broker with their instructions for voting at the scheme meeting by the cut-off time and date advised by their CSDP or broker for instructions of this nature.
- No dematerialisation or rematerialisation of ABI shares will take place after Friday, 3 December 2004.
A circular, which has been approved by the SRP and the JSE, providing full information on the scheme and incorporating a notice in respect of the scheme meeting will be posted to ABI shareholders today. Copies of the circular may be obtained during normal business hours from ABI House, 14 Pongola Crescent, Eastgate, Extension 17, Sandton, 2199.
14 October 2004
Investment bank to OBI and SABMiller
Nedbank Capital, a division of Nedbank Limited
Sponsor to SABMiller and ABI
Cazenove (South Africa) (Proprietary) Limited
Attorneys to OBI and SABMiller
Werksmans Inc. Barkers Inc.
Tax advisers to OBI and SABMiller
Webber Wentzel Bowens
Investment bank and independent adviser to ABI
Attorneys to ABI
Routledge Modise Moss Morris
Reporting accountants and auditors to ABI
Ernst & Young
This announcement does not constitute an offer to sell or issue, or the solicitation of an offer to purchase or subscribe for, any shares or other securities or a solicitation of any vote or approval in any jurisdiction in which such offer or solicitation would be unlawful.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in any such jurisdictions into which this announcement is released, published or distributed should inform themselves about, and observe, such restrictions. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction.
Not for release, publication or distribution, in whole or in part, in, into or from the United States, Canada, Australia or Japan