| Mon 3 Dec 2007, 15:59 | | ATN/ATNP/BTG - Altron/Bytes - Results of the Altron general meeting and the |
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ATN BTG ATNP
ATN BTG
ATN/ATNP/BTG - Altron/Bytes - Results of the Altron general meeting and the
Bytes scheme meeting
ALLIED ELECTRONICS CORPORATION LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1947/024583/06
Share code: ATN ISIN: ZAE000029658
Share code: ATNP ISIN: ZAE000029666
("Altron")
BYTES TECHNOLOGY GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1911/003874/06)
Share code: BTG ISIN: ZAE000029526
("Bytes")
RESULTS OF THE ALTRON GENERAL MEETING AND THE BYTES SCHEME MEETING
1 INTRODUCTION
Further to the joint announcement published by Altron and Bytes on the
Securities Exchange News Service ("SENS") of the JSE Limited on 24 October 2007
in which the Bytes shareholders were advised that Altron had expressed a firm
intention to the board of directors of Bytes to make an offer to acquire the
42.3% of the issued ordinary share capital of Bytes that Altron and its
subsidiaries (the "Altron Group") do not already own from all shareholders of
Bytes other than the Altron Group ("Bytes Minority Shareholders") in accordance
with and as contemplated by the Securities Regulation Code on Takeovers and
Mergers, Altron and Bytes are authorised to announce that:
* all ordinary resolutions approving the issue and allotment of Altron
ordinary and Altron participating preference shares to satisfy the scheme
consideration due to all scheme participants to enable them to participate
in the Bytes scheme of arrangement (the "Scheme") have been passed by the
requisite majority of Altron shareholders at the Altron general meeting
held on Monday, 3 December 2007; and
* the Scheme in terms of section 311 of the Companies Act, 1973, as amended,
proposed by Altron between Bytes and the Bytes Minority Shareholders has
been approved by the Scheme members present in person, or represented by
proxy at the Scheme meeting held on Monday, 3 December 2007.
* Accordingly, application will be made to the High Court of South Africa
(Witwatersrand Local Division) (the "Court") on Tuesday, 11 December 2007
at 10:00 or as soon thereafter as Counsel may be heard for an order of
Court sanctioning the Scheme. The Court is located in the High Court
Building, von Brandis Square, corner Pritchard and von Brandis Streets,
Johannesburg. Any Bytes shareholder will be entitled to attend at Court on
that day in person or be represented by counsel and may, if that
shareholder so wishes, oppose the sanctioning of the Scheme.
2 CONDITIONS PRECEDENT
If the Court sanctions the Scheme, the only remaining condition precedent will
be the registration of the Order of Court sanctioning the Scheme by the
Companies and Intellectual Property Registration Office of South Africa.
3 SCHEME CHAIRPERSON`S REPORT
In terms of the order of court granted on 6 November 2007, the chairperson of
the Scheme meeting is required to report the results of the Scheme meeting to
the Court at 10:00 on Tuesday, 11 December 2007, or so soon thereafter as
Counsel may be heard.
Copies of the chairperson`s report on the Scheme meeting will be available on
request, free of charge, from Tuesday, 4 December 2007 during normal business
hours from the company secretary of Bytes at its registered office at 6 Mellis
Road, Rivonia, Sandton, 2196 or from the office of the transfer secretaries,
Computershare Investor Services 2004 (Proprietary) Limited, Ground Floor, 70
Marshall Street, Johannesburg.
4 FURTHER ANNOUNCEMENT
A further announcement regarding the outcome of the application to the Court
will be made to shareholders on or about 11 December 2007.
Johannesburg
3 December 2007
Investment Bank to the transaction
Investec Bank Limited
(Registration number 1969/004763/06)
Sponsor to Altron and transactional sponsor to Bytes
Investec Bank Limited
(Registration number 1969/004763/06)
Sponsor to Bytes
Nedbank Capital, a division of Nedbank Limited
(Registration number 1969/010630/06)
Legal advisor to Altron
Edward Nathan & Sonnenbergs Inc.
(Registration number 2006/018200/21)
Legal advisor to Bytes
Bowman Gilfillan Inc.
(Registration number 1998/021409/21)
Independent advisor to Bytes
Rand Merchant Bank Limited, a division of FirstRand Bank Limited
(Registration number 1929/001225/06)
Reporting accountants to Altron and Bytes
KPMG Inc.
(Registration number 1999/21543/21)
Date: 03/12/2007 15:59:01 Produced by the JSE SENS Department.
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