| Mon 2 Jul 2001, 0:00 | | Johncom - Results Of General Meeting And Implement |
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JOHNNIC COMMUNICATIONS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1889/000352/06)
("Johncom" )
RESULTS OF GENERAL MEETING AND IMPLEMENTATION OF THE UNBUNDLING
1. INTRODUCTION
Further to the announcement published in the press on 23 May 2001 and the
circular posted to shareholders of Johncom ("shareholders") on 15 June 2001,
Standard Corporate and Merchant Bank is authorised to announce that at the
general meeting of shareholders held on Monday, 2 July 2001, the requisite
majority of shareholders voted in favour of the ordinary resolution
necessary to implement the distribution in specie by Johncom to its
shareholders, registered as such at the close of business on Friday, 6 July
2001 ("the record date"), of substantially all of its shareholding in M-Cell
Limited ("M-Cell") ("the unbundling"). The unbundling will be effected by
way of a distribution in specie in terms of section 90 of the Companies Act,
1973 (Act 61 of 1973), as amended, and in accordance with section 60 of the
Income Tax Act, No. 113 of 1993, as amended.
The unbundling will result in shareholders receiving 530 ordinary shares in
M-Cell ("unbundling shares") for every 100 ordinary shares held in Johncom
on the record date.
2. JOHNCOM'S REMAINING ASSETS AND LISTING
Following the implementation of the unbundling, Johncom will remain listed
in the "Industrial - Media" sector of the JSE Securities Exchange South
Africa lists. Johncom will conduct its business primarily through its three
wholly-owned subsidiaries, namely Johnnic Publishing Limited (formerly Times
Media Limited) ("Johnnic Publishing"), Johnnic Entertainment Limited
(formerly Millennium Entertainment Group Africa Limited) ("Johnnic
Entertainment") and Johnnic e-Ventures Limited ("Johnnic e-Ventures").
Johnnic Publishing interests focus on newspaper, magazine and book
publishing businesses, whilst Johnnic Entertainment interests comprise
music, filmed entertainment and specialist retailing businesses. Johnnic e-
Ventures focusses on digital media businesses. Johncom's associated
companies comprise a 24.7% interest in Electronic Media Network
Limited/Supersport International Holdings Limited and a 44.2% interest in
CTP Holdings Limited.
3. IMPLEMENTATION OF THE UNBUNDLING
The unbundling will be implemented with effect from the commencement of
business on Monday, 9 July 2001.
Share certificates and cheques in lieu of fractional entitlements, where
applicable, in respect of the unbundling shares will be posted to
shareholders on or about Monday, 9 July 2001 by ordinary mail at the risk of
such shareholders.
Shareholders will be entitled to trade those unbundling shares, which they
will receive upon implementation of the unbundling, from Monday, 9 July
2001.
Johannesburg
2 July 2001
Merchant Bank and Attorneys Joint tax advisers
lead sponsor
SCMB
(A division of The Webber Wentzel Bowens Deloitte & Touche
Standard Bank of
South Africa Limited)
(Registration number
1962/000738/06)
Merchant bank Auditors
Investec Corporate Deloitte & Touche Finstruct Financial
Finance Services
