SENS

18-05-2007

Tongaat-Hulett Group: circular to shareholders and Hulamin pre-listing statement


The Tongaat-Hulett Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1892/000610/06)
(Share code: TNT)
(ISIN: ZAE000007449)
("THG" or the "company")

PUBLICATION OF THE CIRCULAR TO SHAREHOLDERS AND SALIENT DATES APPLICABLE TO THE LISTING OF HULAMIN LIMITED ("HULAMIN")ON THE JSE LIMITED ("JSE"), THE UNBUNDLING OF THG's 50% INTEREST IN HULAMIN ("THE HULAMIN UNBUNDLING"), A NAME CHANGE FROM THE TONGAAT-HULETT GROUP LIMITED TO TONGAAT HULETT LIMITED ("TONGAAT HULETT"), A PRO RATA SHARE REPURCHASE BY WAY OF A SCHEME OF ARRANGEMENT IN TERMS OF SECTION 311 OF THE COMPANIES ACT NO.61 OF 1973, AS AMENDED ("THE SCHEME") AND THE INTRODUCTION OF BLACK ECONMONIC EMPOWERMENT IN TONGAAT HULETT ("TH BEE TRANSACTION") AND HULAMIN ("HULAMIN BEE TRANSCATION")(COLLECTIVELY "THE TRANSACTIONS").

Shareholders are referred to the announcements released on SENS and published in the press on 14 December 2006 and 3 May 2007, which set out details of the transactions.

A circular to shareholders regarding the transactions together with the Hulamin pre-listing statement was posted to shareholders on Friday 18 May 2007 which contains, inter alia, a notice of a general meeting of shareholders and a notice of scheme meeting in respect of the transactions. These meetings are scheduled to take place on 11 June 2007, commencing at 10h00 at the registered office, being Amanzimnyama Hill Road, Tongaat, KwaZulu-Natal, 4400.

The revised salient dates in relation to the transactions are set out below. The attention of shareholders is drawn to the fact that the record date to vote at the scheme meeting has been changed from 17:00 on Wednesday, 6 June 2007 to 17:00 on Friday, 8 June 2007 as set out below:

 

 

2007

Post circular on

Friday, 18 May

Last day for receipt of proxies for the general meeting by 10:00 on

Thursday, 7 June

Last day for receipt of proxies for the scheme meeting by 10:30 on

Thursday, 7 June

Record date to vote at the scheme meeting at 17:00 on

Friday, 8 June

General meeting to be held at 10:00 on

Monday, 11 June

Scheme meeting to be held at 10:30 (or 10 minutes after the conclusion or adjournment of the general meeting, whichever is the later) on

Monday, 11 June

Results of the scheme and general meetings released on SENS on or about

Monday, 11 June

Results of the scheme and general meetings published in the press on or about

Tuesday, 12 June

Registration of special resolutions by the Registrar on

Friday, 15 June

Court hearing to sanction the scheme on

Tuesday, 19 June

Results of the court hearing released 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

18 May 2007
Tongaat

A copy of the circular to shareholders containing details of the transactions is available here.

The Hulamin pre-listing statement is also available on the Hulamin website, www.hulamin.co.za.

Merchant Bank and transaction sponsor to THG: Rand Merchant Bank (A division of FirstRand Bank Limited)

Legal advisors to THG : Bowman Gilfillan Inc.

Reporting Accountants to THG: Deloitte

Independent advisor to THG: E&Y

Sponsor: Investec Bank Limited