SENS

11-06-2007

Tongaat-Hulett Group: Results of the general meeting and scheme meeting


The Tongaat-Hulett Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1892/000610/06)
(Share code: TNT)
(ISIN: ZAE0000007449)
(“THG”)

Shareholders are advised that at the general meeting of shareholders held on Monday, 11 June 2007, all the resolutions contained in the notice of general meeting were approved by the requisite majority of shareholders necessary to effect:

  • the listing of Hulamin Limited (“Hulamin”)on the JSE Limited and immediately after the listing the unbundling of THG’s 50% interest in Hulamin;
  • a change of name to Tongaat Hulett Limited (“TH or Tongaat Hulett”);
  • a pro rata repurchase of 4.5% of the issued ordinary shares in THG (“share repurchase”);
  • a 25% Black Economic Empowerment transaction in TH;
  • a 15% Black Economic Empowerment transaction in Hulamin; and
  • an amendment to the articles of association of TH

collectively referred to as (“the transactions”),

Shareholders are further advised that the scheme of arrangement ("the scheme") in terms of Section 311 of the Companies Act, 1973 (Act 61 of 1973), as amended, ("the Act") proposed by THG, between THG and its shareholders necessary to effect the share repurchase was approved by the requisite majority of scheme members at the scheme meeting held on Monday, 11 June 2007.

An application has been made to the High Court of South Africa (Natal Provincial Division) ("Court") for a hearing to sanction the scheme, which hearing is scheduled to take place at 9:30, or so soon thereafter as Counsel may be heard, on Tuesday, 19 June 2007.

The implementation of the scheme is still subject to, and will only become operative upon the fulfillment of the following conditions precedent:

  • the registration of the special resolutions with the Registrar of Companies;
  • the Court granting an order sanctioning the scheme in terms of section 311 of the Act; and
  • the Registrar of Companies registering a certified copy of the Order of Court.

Shareholders are reminded of the following salient dates and times relating to the transactions and the scheme:

 

2007

Court hearing to sanction the scheme on

Tuesday, 19 June

Results of the court hearing published on SENS on

Tuesday, 19 June

Results of the court hearing published in the press on

Wednesday, 20 June

Registration of Court Order by the Registrar on

Friday, 22 June

Last day to trade in ordinary shares on the JSE under the ISIN: ZAE000007449 to participate in the Hulamin unbundling on

Friday, 22 June

Last day for ordinary shares to trade in the name of  The Tongaat-Hulett Group Limited from the commencement of business on

Friday, 22 June

Ordinary shares trade ex the entitlement to the unbundled Hulamin shares in the name of Tongaat Hulett under the JSE code TON and new ISIN: ZAE000096533 on

Monday, 25 June

Listing of Hulamin ordinary shares under the JSE code HLM, ISIN: ZAE000096210 from the commencement of business on

Monday, 25 June

Announcement of the specified ratio in respect of the apportionment of the cost/ base cost of Hulamin for taxation/CGT purposes on

Wednesday, 27 June

Record date to participate in the Hulamin unbundling on

Friday, 29 June

Last day to trade for shareholders to be eligible to receive the scheme consideration on

Friday, 29 June

Dematerialised ordinary shareholders will have their accounts with their CSDP or broker updated on
(Note: Share certificates in the name of Tongaat Hulett, “ex” the Hulamin unbundling, will be posted to certificated shareholders from Monday 9 July 2007)

Monday, 2 July

Hulamin share certificates will be posted by registered post, at the risk of the certificated shareholders concerned, to certificated shareholders and dematerialised shareholders will have their accounts held at their CSDP or broker updated on

Monday, 2 July

If the scheme is sanctioned:

 

Ordinary shares trade “ex” the scheme under new ISIN: ZAE000096541 on

Monday, 2 July

Record date on which shareholders must be recorded in the register of members of Tongaat Hulett in order to receive the scheme consideration by 17:00 on

Friday, 6 July

Operative date of the scheme at the commencement of trading on

Monday, 9 July

Scheme consideration and share certificates in the name of Tongaat Hulett posted to certificated scheme participants and ordinary shareholders, as the case may be (if documents of title are received on or prior to the consideration record date) on or about

Monday, 9 July

or, failing receipt of documents of title on or before the consideration record date, within five business days of receipt thereof by the transfer secretaries

 

Dematerialised scheme participants and ordinary shareholders, as the case may be, have their accounts held at their CSDP or broker credited with the scheme consideration and updated on

Monday, 9 July

Notes:

1.        These dates and times are subject to change. Any such change will be published on SENS and in the press. Any reference to time is a reference to South African time.
 

2.        No dematerialisation or rematerialisation of THG share certificates may take place after Friday 29 June 2007.

A further announcement regarding the fulfillment of the conditions precedent and the outcome of the application to Court will be released on SENS and published in the press on or about Tuesday, 19 June 2007.