| Fri 5 Jun 2009, 7:05 | | ERM - Enterprise Risk Management Limited - Results Of Adjourned Scheme Meeting |
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ERM
ERM
ERM - Enterprise Risk Management Limited - Results Of Adjourned Scheme Meeting
Extension And Increase Of Mandatory Offer And Proposed Termination Of Listing
Enterprise Risk Management Limited
Incorporated in the Republic of South Africa
(Registration number: 1995/001603/06)
Share code: ERM ISIN: ZAE000037701
("ERM" or "the company")
RESULTS OF ADJOURNED SCHEME MEETING
EXTENSION AND INCREASE OF MANDATORY OFFER AND PROPOSED TERMINATION OF LISTING
ERM shareholders are advised that at the adjourned scheme meeting of ERM
shareholders held on Thursday, 4 June 2009, the scheme of arrangement ("the
scheme") in terms of section 311 of the Companies Act (Act 61 of 1973), as
amended, proposed by a consortium represented by Mr Mark Stein ("the proposer"),
between ERM and its shareholders excluding the proposer ("scheme members") was
not approved by the requisite majority of scheme members present and voting in
person or by proxy at the scheme meeting.
The results of the scheme meeting will be reported to the South Gauteng High
Court, Johannesburg on Tuesday, 23 June 2009 and copies of the Chairman`s report
on the scheme meeting will be available to any ERM shareholder on request, free
of charge, at ERM`s business address (138 Dytchley Road, Unit 1 Tuscan Place,
Kyalami) and at the offices of the Chairman (c/o Cliffe Dekker Hofmeyr Inc, 1
Protea Place Sandown, Sandton) during normal business hours from Monday, 15 June
2009 up to and including Tuesday, 23 June 2009.
Shareholders are advised that, following the scheme not having been agreed to by
the requisite majority of shareholders, the mandatory offer to shareholders by
Mr Mark Stein has been increased from 126 cents per ordinary share to 130 cents
per ordinary share and the closing date has been extended as set out in the
timetable below.
REVISED IMPORTANT DATES AND TIMES
2009
Mandatory offer opens at 09:00 Wednesday, 24 June
Last day to trade in ERM shares in order
to be recorded in the register to receive
the consideration under the mandatory
offer Friday, 17 July
Share trade "ex" the mandatory offer Monday, 20 July
Mandatory offer closes at 12:00 Friday, 24 July
Record date in order to participate in the
offer Friday, 24 July
Payment date Monday, 27 July
Note:
Share certificates may not be dematerialised or rematerialised between Monday,
20 July 2009 and Friday, 24 July 2009, both dates inclusive.
Shareholders are furthermore advised that, following the scheme not having been
agreed to by the requisite majority of shareholders, the directors have resolved
to proceed with proposals for the termination of the listing of ERM`s shares on
the JSE Limited ("JSE"), as previously announced. Such termination will, inter
alia, be subject to JSE approval, and the approval of shareholders entitled to
vote in a general meeting, excluding any party which the JSE deems appropriate.
A circular containing particulars of the proposed delisting is in the course of
preparation and will, subject to JSE approval, be posted to shareholders in due
course.
4 June 2009
Independent expert and sponsor to ERM
Sasfin Capital
A division of Sasfin Bank Limited
Attorneys to ERM and attorneys to the scheme
Fluxmans Attorneys
Attorneys to the proposer
Ramsay Webber Inc.
Date: 05/06/2009 07:05:04 Produced by the JSE SENS Department.
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