| Tue 7 Apr 2009, 16:41 | | CEL - Celcom Group Limited - Results of annual general meeting and scheme |
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CEL
CEL
CEL - Celcom Group Limited - Results of annual general meeting and scheme
meeting
CELCOM GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/021219/06)
JSE code: CEL ISIN: ZAE000087490
(the "company" or "Celcom")
RESULTS OF ANNUAL GENERAL MEETING AND SCHEME MEETING
The company`s annual general meeting of shareholders ("AGM") and a scheme
meeting of certain of Celcom`s shareholders were held on Tuesday, 7 April 2009.
In addition to the normal business to be conducted at an AGM, shareholders were
asked to consider and, if deemed fit, approve (with or without modification)
special resolutions authorising the sale of the business conducted by Celcom`s
wholly-owned subsidiary V Cellular Stores (Proprietary) Limited ("the V Cellular
disposal") and the repurchase by the company of certain of its shares in order
to implement the V Cellular disposal and the scheme of arrangement referred to
below.
The purpose of the scheme meeting was for those Celcom shareholders (other than
certain excluded shareholders) ("the scheme members")to consider and, if deemed
fit, agree to (with or without modification) the scheme of arrangement in terms
of section 311 of the Companies Act (Act 61 of 1973) proposed between Celcom and
scheme members in terms of which Celcom will acquire all of the issued ordinary
shares in Celcom held by scheme participants on the relevant record date for a
cash consideration of R0.50 per share so acquired ("the scheme").
Details of all of the aforegoing transactions are contained in the circular
issued to Celcom shareholders on 11 March 2009 ("the circular").
Celcom Shareholders are advised that:
- all of the ordinary and special resolutions proposed at the AGM, as set out
in the circular, were approved by the requisite majorities of Celcom
shareholders; and
- the requisite majority of scheme members approved the scheme at the scheme
meeting.
The Chairman of the scheme meeting is to report back the results of the scheme
meeting to The South Gauteng High Court (Johannesburg) ("the Court") on Tuesday,
21 April 2009 ("the return date") when application will be made for the
sanctioning of the scheme. Scheme members are entitled to attend or be
represented by counsel at the Court on the return date. Copies of the Chairman`s
report on the scheme meeting will be available to any Celcom shareholder on
request, free of charge, at Celcom`s head office (Unit E, Alphen Square West,
corner of 15th and George Streets, Randjespark, Gauteng, 1684) and at the
offices of the Chairman c/o Cliffe Dekker Hofmeyr Incorporated (4th Floor, 1
Protea Place, Sandown, Sandton, 2196) during normal office hours for at least
one week before the return date.
Celcom shareholders are advised that implementation of the scheme remains
conditional on:
- the implementation of the V Cellular disposal, which in turn remains
conditional on the proceeds of the purchaser`s funding becoming
unconditionally available for drawdown;
- the Court sanctioning the scheme on the return date; and
- registration of the Order of Court sanctioning the scheme by the Companies
and Intellectual Property Registration Office in terms of the Companies Act
(Act 61 of 1973).
Further announcements regarding the fulfilment or otherwise of the above
conditions and, if fulfilled, the date on which the scheme will be implemented,
will be released on SENS and published in the press in due course.
7 April 2009
Corporate advisor, legal advisor and designated advisor
Java Capital (Proprietary) Limited
Attorneys to the scheme
Fluxmans Incorporated
Date: 07/04/2009 16:41:20 Produced by the JSE SENS Department.
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