| Fri 15 Feb 2008, 17:58 | | PAL - PALS Holdings Limited - Disposal Of The Operating Subsidiary Of Pals |
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PAL
PAL
PAL - PALS Holdings Limited - Disposal Of The Operating Subsidiary Of Pals
PALS HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/002753/06)
Share Code: PAL ISIN: ZAE000005237
("Pals" or "the Company")
DISPOSAL OF THE OPERATING SUBSIDIARY OF PALS
Pals shareholders are referred to the circular posted to shareholders on
Thursday, 20 December 2007 ("the circular") wherein shareholders were advised
that Pals had disposed of its interest in its operating subsidiary, Pals
Clothing (Pty) Limited ("Pals Clothing") to AD Style CC (Registration number
2000/020187/23) ("the purchaser"), which is owned by Ron Stockdale who is a
related party in terms of the JSE Limited ("JSE") Listings Requirements ("the
transaction").
The circular included a notice to shareholders of the general meeting to be held
on Monday,14 January 2008 ("the January meeting") for purposes of approving the
resolutions necessary to give effect to the transaction, including but not
limited to the special resolution required by section 228 of the Companies Act
No. 61 of 1973 ("the Act").
As set out in the announcement published on SENS on Monday, 14 January 2008 and
in the press on Tuesday, 15 January 2008, all the resolutions (including the
section 228 special resolution) required to approve the transaction were
approved at the January meeting by the requisite majority of shareholders
represented in person and by proxy.
As set out in the circular, the transaction was recorded in a sale agreement
concluded between Pals and the purchaser on Friday, 16 November 2007 ("the sale
agreement"). Subsequent to the January meeting, and prior to the implementation
of the transaction, the Company was advised that the purchaser had been
deregistered by the Registrar of Companies prior to the conclusion of the sale
agreement. Pals has been advised that the sale agreement is accordingly invalid.
Pals and Mr Stockdale remain willing to conclude the transaction in accordance
with their original intentions, and have accordingly agreed to enter into a
fresh sale agreement to give effect to the terms of the transaction.
Shareholders are accordingly advised that Pals concluded a sale agreement with
AD-Style Clothing CC (Registration number 2007/250965/23) ("Ad-Style Clothing")
an entity owned by Mr Ron Stockdale, in terms of which AD-Style Clothing will
purchase the entire interest of Pals in Pals Clothing ("the February 2008 sale
agreement").
Save for the substitution of the new purchasing entity, the salient terms of the
February 2008 sale agreement are similar to those of the sale agreement, as set
out in the circular.
Since the resolutions passed at the January meeting did not specifically approve
the transaction with AD-Style Clothing, shareholders are again required to
approve the transaction recorded in the February 2008 sale agreement by way of
special resolution in compliance with section 228 of the Act.
As set out in the announcement published on SENS on Monday, 14 January 2008 and
in the press on Tuesday, 15 January 2008, the shares of Pals were suspended by
the JSE with effect from Tuesday, 15 January 2008 and its listing was to be
terminated from Monday, 3 March 2008 if:
the transaction was unconditional; and
if an agreement regarding the acquisition of viable assets acceptable to the JSE
was not entered into and announced by Pals.
The JSE has agreed to postpone the delisting of the Company`s shares in order to
afford the Company time to rectify the situation. The suspension of the
Company`s shares remains in force.
Cape Town
15 February 2008
Sponsor
Deloitte and Touche Sponsor Services (Pty) Limited
Attorneys
Edward Nathan Sonnenbergs
Date: 15/02/2008 17:58:10 Produced by the JSE SENS Department.
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