| Tue 16 Oct 2007, 14:44 | | ELH - Ellerines - Results Of Scheme Meeting And Up |
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ELH
ELH
ELH - Ellerines - Results Of Scheme Meeting And Update On Conditions Precedent
ELLERINE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1968/013402/06)
Share code: ELH ISIN: ZAE000022752
("Ellerines")
RESULTS OF SCHEME MEETING AND UPDATE ON CONDITIONS PRECEDENT
1. RESULTS OF SCHEME MEETING
Ellerines shareholders are referred to the joint announcement by Ellerines and
African Bank Investments Limited ("ABIL"), dated 5 September 2007 and to the
circular posted to Ellerines shareholders dated 27 September 2007, in relation
to the acquisition of the entire issued share capital of Ellerines (other than
the shares held by Ellerine Properties (Proprietary) Limited and The Relyant
Share Trust) by ABIL ("the transaction") by way of a scheme of arrangement in
terms of section 311 of the Companies Act, Act No. 61 of 1973, as amended
("Companies Act") ("the scheme").
Ellerines shareholders are advised that at the scheme meeting held on Tuesday,
16 October 2007, scheme members representing 74.44% of the ordinary issued share
capital of Ellerines, present and voting either in person or by proxy approved
the scheme by a 98.66% majority.
2. CONDITIONS PRECEDENT
Ellerines shareholders are reminded that the implementation of the scheme is
subject to and will only become binding upon the fulfilment of the last of the
following conditions precedent:
2.1 the Court sanctioning the scheme;
2.2 a certified copy of the Order of Court sanctioning the scheme being
registered by the Registrar of Companies in terms of the Companies Act; and
2.3 the approval of the Competition Authorities (namely, the Competition
Commission and the Competition tribunal, established in terms of the
Competition Act, Act 89 of 1998, as amended) and any other regulatory
approvals to the extent required including the approval of the Registrar of
Banks and the Financial Services Board, either unconditionally or subject
to such conditions as may be acceptable to Ellerines and ABIL.
3. CHAIRPERSON`S REPORT
A copy of the chairperson`s report on the scheme meeting will be available at
Ellerines` registered office situated at Block E, Gillooly`s View Office Park,
Osborne Lane, Bedfordview, from Wednesday, 17 October 2007 until the date on
which the application is made to the Court to sanction the scheme.
4. FURTHER ANNOUNCEMENTS
The fulfilment of the outstanding conditions precedent and revised salient dates
with regard to the implementation of the scheme, if necessary, will be released
on SENS and published in the press in due course.
16 October 2007
Investment bank and sponsor
Nedbank Capital
Attorneys
Cliffe Dekker
Date: 16/10/2007 14:44:02 Produced by the JSE SENS Department.
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