| Mon 3 Dec 2007, 16:00 | | ATN/ATNP/ALT - Altron/Altech - Results Of The Altron general meeting and the |
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ATN ALT ATNP
ATN ALT
ATN/ATNP/ALT - Altron/Altech - Results Of The Altron general meeting and the
Altech 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")
ALLIED TECHNOLOGIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1946/020415/06)
Share code: ALT & ISIN: ZAE000015251
("Altech")
RESULTS OF THE ALTRON GENERAL MEETING AND THE ALTECH SCHEME MEETING
1. INTRODUCTION
Further to the joint announcement published by Altron and Altech on the
Securities Exchange News Service ("SENS") of the JSE Limited on 24 October
2007 in which the Altech shareholders were advised that Altron had
expressed a firm intention to the board of directors of Altech to make an
offer to acquire the 38.2% of the issued ordinary share capital of Altech
that Altron and its subsidiaries (the "Altron Group") including Altron One
Nominees (Proprietary) Limited (collectively the "Excluded Members") do not
already own from all shareholders of Altech other than the Excluded Members
("Altech Minority Shareholders") in accordance with and as contemplated by
the Securities Regulation Code on Takeovers and Mergers, Altron and Altech
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 Altech 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 Altech and the Altech Minority
Shareholders has not 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 to the High Court of South Africa
(Witwatersrand Local Division) (the "Court") will not be made and the
Scheme will not be implemented.
2. 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 Altech at its registered
office at 79 Central Street, Houghton, 2198 or from the office of the
transfer secretaries, Computershare Investor Services 2004 (Proprietary)
Limited, Ground Floor, 70 Marshall Street, Johannesburg.
Johannesburg
3 December 2007
Investment Bank to the transaction
Investec Bank Limited
(Registration number 1969/004763/06)
Sponsor to Altron and Altech
Investec Bank Limited
(Registration number 1969/004763/06)
Legal advisor to Altron and attorneys to the Scheme
Edward Nathan & Sonnenbergs Inc.
(Registration number 2006/018200/21)
Legal advisor to Altech
HR Levin Attorneys, Notaries & Conveyancers
(Practice number M2841)
Independent advisor to Altech
Nedbank Capital, a division of Nedbank Limited
(Registration number 1969/010630/06)
Reporting accountants to Altron
KPMG Inc.
(Registration number 1999/21543/21)
Reporting accountants to Altech
PKF (Jhb) Inc.
(Registration number 1994/001166/21)
Date: 03/12/2007 16:00:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
