| Tue 21 Oct 2008, 16:39 | | LGL / LBH - Liberty Group Limited - Liberty Holdings Limited - Results of the |
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LGL LBH
LIBU LBH
LGL / LBH - Liberty Group Limited - Liberty Holdings Limited - Results of the
Libhold extraordinary general meeting and the Liberty scheme meeting
Liberty Group Limited
Registration No. 1957/002788/06
Incorporated in the Republic of South Africa
JSE share code: LGL
ISIN: ZAE000057360
("Liberty")
Liberty Holdings Limited
Registration No. 1968/002095/06
Incorporated in the Republic of South Africa
JSE share code: LBH
ISIN: ZAE000004032
("Libhold")
RESULTS OF THE LIBHOLD EXTRAORDINARY GENERAL MEETING AND THE LIBERTY SCHEME
MEETING
1 INTRODUCTION
Shareholders are referred to the previous joint announcements released on SENS
on Thursday, 4 September 2008 and Friday, 26 September 2008, relating to -
(i) the offer by Libhold to acquire all of the issued ordinary shares of
Liberty (other than those already held by Libhold and Liberty`s treasury
shares) in exchange for an issue of ordinary shares in Libhold
("consideration shares") by means of a scheme of arrangement ("scheme") in
terms of section 311 of the Companies Act No. 61 of 1973, as amended
("Companies Act"); and
(ii) the sub-division of each share of Libhold`s authorised and issued ordinary
share capital into three ordinary shares ("sub-division") and the increase
in Libhold`s authorised ordinary share capital to enable Libhold to issue
the consideration shares ("restructure") (jointly, "transaction").
Detailed circulars concerning the scheme and the transaction were posted to
Liberty shareholders and Libhold shareholders respectively, on Friday, 26
September 2008.
This announcement contains details relating to the results of -
1.1 the extraordinary general meeting of Libhold held at 10:00 today, Tuesday,
21 October 2008, to obtain the approval of Libhold`s shareholders for the
transaction ("Libhold EGM"); and
1.2 the meeting of members of Liberty who were recorded as such in Liberty`s
register of members at 17:00 on Friday, 17 October 2008 (being the relevant
date in terms of the scheme) ("voting members") held at 11:00 today,
Tuesday, 21 October 2008, to consider and, if deemed fit, agree to the
scheme ("scheme meeting").
2 RESULTS OF THE LIBHOLD EGM
The following resolutions were passed by the requisite majority of Libhold
shareholders at the Libhold EGM -
2.1 the special resolution ("Libhold special resolution") required to enable -
2.1.1 the subdivision of each one of Libhold`s authorised and issued
ordinary shares into three ordinary shares; and
2.1.2 the increase of Libhold`s authorised ordinary share capital from
225 000 000 shares (as it will be following the abovementioned
subdivision) to 400 000 000 shares;
2.2 the ordinary resolutions -
2.2.1 approving the implementation of the scheme, including the issue
of the consideration shares in terms of the scheme;
2.2.2. approving the adoption of the Liberty Equity Growth Scheme
together with the implementation thereof by Libhold and the issue
by Libhold of ordinary shares in Libhold in terms thereof;
2.2.3 appointing to the Libhold board those directors of Liberty who
are not already directors of Libhold;
2.2.4 authorising the distribution of capital;
2.2.5 authorising the allotment and issue of shares for consideration
other than cash; and
2.2.6 authorising the issue of shares for cash.
3 RESULTS OF THE LIBERTY SCHEME MEETING
The scheme was agreed to by voting members holding 99.48% of the total number of
Liberty shares that were voted at the scheme meeting. As a result, the scheme
was agreed to by the requisite majority of votes of voting members.
4 OUTSTANDING SUSPENSIVE CONDITIONS TO THE SCHEME AND UPDATE ON THE SALIENT
DATES IN RELATION TO THE SCHEME AND THE RESTRUCTURE
All the suspensive conditions to which the scheme is subject have been fulfilled
other than -
(i) the registration by the Registrar of Companies ("Registrar") of the
Libhold special resolution, which will be lodged for registration
immediately;
(ii) the grant by the High Court of South Africa (Witwatersrand Local
Division) ("Court") of an order that the scheme be sanctioned in terms
of section 311 of the Companies Act and approved in terms of section
37 of the Long-term Insurance Act, No. 52 of 1998, as amended
("Order"); and
(iii) the registration by the Registrar of the Order in terms of section 311
of the Companies Act.
Application for the Order is expected to be made to Court at 10:00 on Tuesday,
11 November 2008 or as soon thereafter as Counsel may be heard. If the Court
grants the Order, the Order will be lodged with the Registrar for registration
as soon as possible thereafter.
As a result, no changes are anticipated at this stage to the salient dates in
relation to the scheme and to the restructure as announced on 26 September 2008.
5 SCHEME MEETING CHAIRMAN`S REPORT
Copies of the Chairman`s report on the scheme meeting will be available to
shareholders of Liberty on request, free of charge, from Thursday, 23 October
2008 to Tuesday, 11 November 2008 during normal business hours at the registered
office of Liberty, 1 Ameshoff Street, Braamfontein, Johannesburg.
6 FURTHER ANNOUNCEMENT
A further announcement regarding the outcome of the application to the Court and
the salient dates and times relating to the implementation of the scheme will be
published in due course.
Johannesburg
21 October 2008
Legal adviser to Liberty and Libhold
WERKSMANS INC.
Independent sponsor to Liberty and Libhold
MERRILL LYNCH SOUTH AFRICA (PROPRIETARY) LIMITED
Date: 21/10/2008 16:39:11 Produced by the JSE SENS Department.
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