| Mon 30 Jul 2007, 12:54 | | BRC - Brandcorp Holdings Limited - Results of the |
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BRC
BRC
BRC - Brandcorp Holdings Limited - Results of the scheme meeting
BRANDCORP HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration No. 1992/006647/06)
Share code: BRC & ISIN number: ZAE000013611
("Brandcorp")
RESULTS OF THE SCHEME MEETING
Brandcorp shareholders are advised that at the scheme meeting of Brandcorp
shareholders held on Monday, 30 July 2007 97.79% of scheme members approved
the scheme of arrangement ("the scheme") in terms of section 311 of the
Companies Act (Act 61 of 1973, as amended) ("the Act") proposed by Main
Street 565 (Proprietary) Limited ("the proposer"), a company controlled by
Ethos Private Equity Fund V, between Brandcorp and its shareholders (other
than Interbrand (Proprietary) Limited) ("the scheme members"). In terms of
the scheme the proposer will acquire all of the shares in Brandcorp held by
the scheme members ("the scheme shares") for a cash consideration of R17,40
per share plus, if applicable, interest at a rate of 10% per annum for the
period from 1 September 2007 to the date on which the scheme consideration
is paid.
Brandcorp shareholders are advised that the Competition Authorities have
unconditionally approved the acquisition by the proposer of the scheme
shares. The scheme remains subject to the following conditions precedent:
- the High Court of South Africa (Witwatersrand Local Division) ("the
Court") sanctioning the scheme on the date fixed by the Court for the
Chairman of the scheme meeting to report back to the Court ("the
return date"), which return date is Tuesday, 7 August 2007. Scheme
members are entitled to attend or be represented by counsel at Court
on the return date;
- a notarially certified copy of the Order of Court sanctioning the
scheme being registered by the Companies and Intellectual Property
Registration Office in terms of the Act; and
- no material adverse change (as defined in the circular to Brandcorp
shareholders dated 4 July 2007) has occurred during the period between
21 May 2007 and the business day immediately before the return date.
Copies of the Chairman`s report on the scheme meeting will be available to
any Brandcorp shareholder on request, free of charge, at Brandcorp`s
registered offices (3rd Floor, Palm Grove, 196 Louis Botha Avenue, Houghton
Estate, Johannesburg, 2196), Brandcorp`s business address (Unit 5, Omni
Park, Aerodrome Road, Aeroton) and at the offices of the Chairman c/o
Cliffe Dekker Incorporated, Fourth Floor, 1 Protea Place, Sandown, Sandton)
during normal business hours at least one week before the return date.
Further announcements regarding the date on which the scheme will be
implemented will be published on SENS and in the press in due course.
Rosebank
30 July 2007
Independent advisor, corporate law advisors
and sponsor to Brandcorp
Java Capital (Proprietary) Limited
Corporate advisor to the proposer
Hyde Park Capital
Attorneys and tax advisor to the proposer
Webber Wentzel Bowens
Attorneys to Brandcorp and attorneys to the scheme
Fluxmans Incorporated
Date: 30/07/2007 12:54:01 Produced by the JSE SENS Department.
