| Fri 9 Jan 2009, 14:45 | | ACT/ACTP - AfroCentric - Result Of General Meetings |
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ACT ACTP
ACT
ACT/ACTP - AfroCentric - Result Of General Meetings
AFROCENTRIC INVESTMENT CORPORATION LIMITED LETHIMVULA INVESTMENTS LIMITED
(Incorporated in the Republic of South (Incorporated in the Republic of
Africa) South Africa)
(Registration number 1988/000570/06) (Registration number
Share code: ACT/ ACTP & ISIN: ZAE000078416 2006/005087/06)
/ ZAE000082269 ("Lethimvula")
("AfroCentric" or "the Company")
RESULT OF GENERAL MEETINGS
1. INTRODUCTION
Shareholders of both AfroCentric and Lethimvula are referred to the joint
AfroCentric and Lethimvula announcements released on the Securities
Exchange News Service of the JSE Limited ("SENS") on 23 September 2008 and
the subsequent announcements thereto, in which they were advised that
AfroCentric had entered into a share purchase agreement to acquire 365 865
029 ordinary shares ("Sale Shares") in the issued share capital of
Lethimvula (the "Acquisition") from certain Lethimvula shareholders (the
"Sellers").
AfroCentric ordinary shareholders and AfroCentric preference shareholders
(collectively, "AfroCentric Shareholders") are referred to the circular
dated 18 December 2008 that included a notice of general meeting of the
AfroCentric ordinary shareholders and a notice of general meeting of the
AfroCentric preference shareholders, which notices contained all of the
ordinary and special resolutions which the AfroCentric ordinary
shareholders and AfroCentric preference shareholders respectively were
required to consider and, if deemed fit, approve with or without
modification in order to approve, inter alia, the Acquisition and, subject
to the fulfilment of the conditions precedent to the Acquisition, resulting
obligatory offer.
2. RESULT OF GENERAL MEETINGS
AfroCentric Shareholders are advised that at the respective general
meetings of the AfroCentric shareholders all the resolutions proposed
thereat to approve inter alia the Acquisition and resulting obligatory
offer were passed by the requisite majority of AfroCentric shareholders
respectively present in person or by proxy. In this regard, 99.9% of the
AfroCentric ordinary shareholders present and entitled to vote at the
meeting and 100% of the AfroCentric preference shareholders present and
entitled to vote at the meeting voted in favour of the proposed
resolutions.
The special resolution will be lodged with the Registrar of Companies for
registration.
3. CONDITIONS PRECEDENT
Shareholders of both AfroCentric and Lethimvula are advised of the
following remaining conditions precedent to the Acquisition:
3.1 Nedbank Limited agreeing to the delivery of the Sale Shares held by
the Sellers to AfroCentric. In this regard, the approval has been
obtained from Nedbank and is subject to the Acquisition becoming
unconditional (save for any condition relating to the release by
Nedbank Limited of the Sale Shares); and
3.2 AfroCentric raising such funding which will enable it to discharge the
upfront cash portion of the purchase price of the Acquisition and
fulfil its obligations in respect of any offers which it has to make
to the remaining shareholders of Lethimvula by no later than 31
January 2009. In this regard, AfroCentric has now concluded and
signed the funding agreements, subject to the fulfilment of conditions
as are standard in agreements of this nature.
It is anticipated that the above conditions precedent will be fulfilled by
31 January 2009, at such time an announcement will be released on SENS to
state that the Acquisition is unconditional.
4. OBLIGATORY OFFER
Should the acquisition of the Sale Shares become unconditional, the
Acquisition will be an "affected transaction" as defined in the Securities
Regulation Code on Take-overs and Mergers ("SRP Code") and accordingly
AfroCentric shall be obliged to make an offer to the shareholders of
Lethimvula (other than the Sellers) ("Offeree Shareholders") in accordance
with the provisions of the SRP Code ("Obligatory Offer"). AfroCentric
accordingly has undertaken to make the Obligatory Offer to the Offeree
Shareholders on the same terms and conditions as those on which the Sale
Shares are purchased from the Sellers.
For and on behalf of the board of AfroCentric For and on behalf of the
board of Lethimvula
Sandton Sandton
9 January 2009 9 January 2009
Advisors to AfroCentric Advisors to the Sellers and
Lethimvula
Investment Bank and sponsor to Legal advisors to the Sellers
the transaction Rothbart Inc
Investec Bank Limited (Registration number
(Registration number 1995/001105/21)
1969/004763/06)
Sponsor to AfroCentric Lead corporate advisors to the
Sasfin Capital Sellers
(Registration number Sinergi Corporate Advisors
1951/002280/06) (Proprietary) Limited
(Registration number
2004/011875/07)
Legal advisor to AfroCentric
HR Levin Attorneys, Notaries &
Conveyancers
(Practice number M2841)
Date: 09/01/2009 14:45:25 Produced by the JSE SENS Department.
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