| Mon 21 Jan 2008, 12:52 | | TAL - Tiger Automotive Limited - Results Of Scheme Meeting |
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TAL
TAL
TAL - Tiger Automotive Limited - Results Of Scheme Meeting
TIGER AUTOMOTIVE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2005/042651/06)
Share code: TAL & ISIN: ZAE000087482
("TiAuto" or "the company")
Results of Scheme Meeting
TiAuto shareholders are advised that at the scheme meeting of TiAuto
shareholders held on Monday, 21 January 2008, 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 615 (Proprietary) Limited ("the
proposer"), a company controlled by Ethos Private Equity Fund V, between TiAuto
and its shareholders ("scheme members") was approved by 99.94% of the total
votes exercised by scheme members present and voting in person or by proxy at
the scheme meeting, which represents 87.96% of the total number of votes
exercisable by scheme members.
In terms of the scheme, the proposer will acquire all of the shares in TiAuto
held by the scheme members ("the scheme shares") for a cash consideration of
R17,51 per share plus, if applicable, interest at a rate of 11.5% per annum for
the period from 1 March 2008 to the earlier of the date on which the scheme
consideration is paid and 1 April 2008, and if applicable, further interest at
the publicly quoted nominal rate of interest per annum from time to time at
which First National Bank, a division of FirstRand Bank Limited, lends money on
unsecured overdraft to corporate borrowers which rate shall be a nominal annual
rate compounded monthly in arrear and calculated on a 365 day year, plus 200
basis points, for the period from 1 April 2008 to the date on which the scheme
consideration is paid.
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 or any postponement of that
date ("the return date"). Scheme members are entitled to attend or be
represented by counsel at the 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;
- all approvals and consents necessary to implement the transaction being
obtained from the Competition Authorities by no later than 30 June 2008;
and
- no material adverse change (as defined in the circular to TiAuto
shareholders dated 20 December 2007) having occurred during the period
between 7 December 2007 and the business day immediately preceding the date
on which the scheme is sanctioned.
Copies of the Chairman`s report on the scheme meeting will be available to any
TiAuto shareholder on request, free of charge, at TiAuto`s business address
(Corner K101 and Old Pretoria Road, Midrand, 1683) and at the offices of the
Chairman (c/o Deneys Reitz, 82 Maude Street, Sandton, Johannesburg) during
normal business hours at least one week before the return date.
Further announcements regarding the fulfilment or otherwise of the outstanding
conditions precedent and the date on which the scheme will be implemented will
be published on SENS and in the press in due course.
Midrand
21 January 2008
Corporate advisor and Sponsor to TiAuto:
Sasfin Capital
(a division of Sasfin Bank Limited)
Attorneys to TiAuto and attorneys to the scheme
Fluxmans Incorporated
Corporate advisor to the proposer
Hyde Park Capital
Attorneys and tax advisor to the proposer and Ethos Private Equity Fund V
Webber Wentzel Bowens
Date: 21/01/2008 12:52:41 Produced by the JSE SENS Department.
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