| Wed 31 Oct 2007, 12:00 | | ELH - Ellerine Holdings - Results Of The Hearing O |
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ELH
ELH
ELH - Ellerine Holdings - Results Of The Hearing Of The Court Application
For The Sanctioning Of The Ellerines Scheme Of Arrangement
ELLERINE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1968/013402/06)
Share code: ELH & ISIN: ZAE000022752
("Ellerines")
RESULTS OF THE HEARING OF THE COURT APPLICATION FOR THE SANCTIONING OF THE
ELLERINES SCHEME OF ARRANGEMENT
1. RESULTS OF THE HEARING
Further to the announcement released on SENS on Tuesday, 16 October 2007
and published in the press on Wednesday, 17 October 2007, Ellerines
shareholders are advised that:
1.1 The scheme of arrangement ("the scheme") in terms of section 311 of the
Companies Act, No. 61 of 1973, as amended, proposed by African Bank
Investments Limited ("ABIL") between Ellerines and its shareholders
(other than Ellerine Properties (Proprietary) Limited and The Relyant
Share Trust) ("the proposed transaction"), was sanctioned by the High
Court of South Africa (Witwatersrand Local Division) on Tuesday, 30
October 2007. The order sanctioning the scheme is subject to the
Competition Authorities (namely, the Competition Commission and the
Competition tribunal, established in terms of the Competition Act, Act 89
of 1998, as amended) approving the proposed transaction.
1.2 The scheme is still subject to the fulfillment or waiver of the
conditions precedent set out in paragraph 2 below, after which
fulfillment or waiver, the scheme will become operative and scheme
participants will be entitled to receive 255 new ABIL shares for every
100 Ellerines shares held on the scheme record date, which will result in
Ellerines becoming a wholly-owned subsidiary of ABIL, following which the
listing of Ellerines shares on the JSE Limited, Botswana Stock Exchange
and Namibian Stock Exchange will be terminated.
2. CONDITIONS PRECEDENT
Following the receipt of approvals from scheme members, the Financial
Services Board and Registrar of Banks, the only remaining conditions
precedent to the scheme becoming binding are the registration of the
Order of Court sanctioning the scheme by the Registrar of Companies and
the approval by the Competition Authorities of the proposed transaction
as outlined in paragraph 1.1 above.
3. 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.
Johannesburg
31 October 2007
Investment bank and sponsor
Nedbank Capital
Attorneys
Cliffe Dekker
Date: 31/10/2007 12:00:04 Produced by the JSE SENS Department.
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