| Mon 11 Feb 2008, 15:37 | | BSB - The House Of Busby Limited - Results Of Scheme Meeting |
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BSB
BSB
BSB - The House Of Busby Limited - Results Of Scheme Meeting
THE HOUSE OF BUSBY LIMITED
(Incorporated in the Republic of South Africa)
(Registration No. 1997/009173/06)
Share code: BSB ISIN number: ZAE000013637
("Busby" or "the company)
RESULTS OF SCHEME MEETING
Shareholders are referred to the scheme meeting held on Monday, 11 February 2008
in regard to 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 251 (Proprietary) Limited ("the proposer"), a company controlled by Ethos
Private Equity Fund V ("Ethos") between Busby and its shareholders (other than
the Keith Brouze Trust, the David Brouze Trust, Moneyline 706 (Proprietary)
Limited, Moneyline 848 (Proprietary) Limited, Moneyline 857 (Proprietary)
Limited, the Selwyn Moss Family Trust, the Mark Gordon Family Trust, Mr Martinho
Gomes Duarte (in respect of 450 000 of the 1 516 424 Busby shares held by him,
the balance forming part of the scheme shares), Mr Shawn Maurice Lashansky,
Buxton Leathergoods (Proprietary) Limited, the Busby shares held by The House of
Busby Share Scheme and the proposer to the extent that it holds shares in Busby
(the shares held by these shareholders being collectively referred to as "the
excluded shares" and the holders of the excluded shares being collectively
referred to as "the excluded members")).
In terms of the scheme the proposer will acquire all of the issued ordinary
shares in Busby that it does not already own excluding the excluded shares from
Busby`s shareholders (other than the excluded members) for a cash consideration
of R21.00 per share plus interest on R21.00 at the prime rate for the period
from 1 February 2008 to the date on which the scheme consideration is paid.
At the scheme meeting 98.2% of the total votes exercised by scheme members
present and voting in person or by proxy at the scheme meeting were voted in
favour of the scheme. Accordingly, the scheme has been approved by the requisite
majority of scheme members.
The scheme remains subject to the following conditions precedent:
* all approvals and consents necessary to implement the transaction are
obtained from the Competition Authorities by not later than 31 May 2008;
* in addition to the condition above, all regulatory approvals and consents
necessary to implement the transaction are obtained by not later than 31
May 2008;
* 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 ("the return date"), which
return date is Tuesday, 11 March 2008. 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;
* the securing, by no later than the business day immediately preceding the
return date, to the extent reasonably required by Ethos, of the approval of
each of Guess Inc., Aldo Group International, and the license holders of
the Mango, Esprit and Nine West brands to the assignment of the licence
agreements pursuant to which the company (or any of its subsidiaries)
licenses the Guess, Aldo, Mango, Esprit or Nine West trademarks or other
intellectual property to the extent that an assignment of the relevant
license agreement is required in order to give effect to any restructure to
be effected by the company (or any of its subsidiaries) immediately post
the implementation of the scheme; and
* the securing by no later than the business day immediately preceding the
return date, to the extent reasonably required by Ethos, of the approval of
the landlord of each of the key premises leased by the company (or any of
its subsidiaries) to the assignment of the relevant lease agreement to the
extent that the landlord`s consent to an assignment of the lease is
necessary in terms of the relevant lease agreement and such assignment of
the lease agreement is required in order to give effect to any restructure
to be effected by the company (or any of its subsidiaries) immediately post
the implementation of the scheme.
The chairperson will report on the scheme meeting to the Court at 10h00 or so
soon thereafter as counsel may be heard on 11 March 2008. During normal business
hours in the week preceding that date a free copy of the chairperson`s report to
Court will be available to any scheme member at the chairperson`s office and the
Applicant`s registered office and business address, being 11 Height Street,
Doornfontein, 2028.
Further announcements regarding the date on which the scheme will be implemented
will be published on SENS and in the press in due course.
Johannesburg
11 February 2008
Corporate advisor
and transaction sponsor to Busby
Java Capital (Proprietary) Limited
Attorneys and tax advisor to the proposer
Webber Wentzel Bowens
Attorneys to the scheme
Fluxmans Incorporated
Independent advisor
PKF Corporate Finance (Proprietary) Limited
Sponsor
Investec Bank Limited
Date: 11/02/2008 15:37:01 Produced by the JSE SENS Department.
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