| Wed 15 Jul 2009, 8:09 | | VMK - Verimark - Results Of Scheme Meeting |
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VMK
VMK
VMK - Verimark - Results Of Scheme Meeting
Verimark Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number: 1998/006957/06
Share Code: VMK & ISIN Code: ZAE000068011
("Verimark" or "the Company")
RESULTS OF SCHEME MEETING
Shareholders are referred to the announcements released on SENS on 11 May
2009 and 26 June 2009 detailing the proposed scheme of arrangement in terms
of section 311 of the Companies Act proposed by The Van Straaten Family Trust
("VSFT") between Verimark and the shareholders of Verimark (other than Prime
Rentals CC, Mirror Ball Investments 429 (Proprietary) Limited and Selcovest
35 (Proprietary) Limited ("the excluded members")), in terms of which VSFT
will acquire all of Verimark`s issued shares not already held by it
(excluding the ordinary shares held by the excluded members), representing
approximately 37% of the ordinary shares in the issued share capital of the
Company, for a cash consideration of R21 136 164, equalling 50 cents per
share ("the scheme"), and which scheme, if implemented, will be followed by
an application by the Company for the termination of the listing of the
shares in its issued share capital on the JSE Limited. Details of the scheme
are contained in the circular issued to Verimark shareholders on 26 June 2009
("the circular").
Verimark shareholders are hereby advised that the scheme was approved by the
requisite majority of shareholders present and voting, in person or by proxy,
at the meeting of the ordinary shareholders of Verimark recorded in the
register as such at 17h00 on Wednesday, 8 July 2009 ("scheme members"),
convened at 10h00 on Monday, 13 July 2009 at the registered offices of
Verimark ("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 July 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 scheme
member on request, free of charge, at Verimark`s registered offices, being 67
CR Swart Drive, corner of Freda Road, Bromhof Extension 48, Randburg,
Johannesburg and at the offices of the attorneys at 2nd Floor, The Place, 1
Sandton Drive, Sandton during normal office hours for at least one week
before the return date. Verimark shareholders are advised that the
implementation of the scheme remains conditional on the Court sanctioning the
scheme on the return date.
It has come to the knowledge of the Company that the voting by VSFT and the
excluded members in respect of the scheme is being questioned. The decision
to allow VSFT and the excluded members to vote is based on advice obtained
from Senior Counsel. The decision was preceded by extensive deliberation and
consultation with regard to the best interests of the Company and all its
stakeholders including its shareholders. Notwithstanding that the circular
was approved by the JSE Limited and Securities Regulation Panel ("the SRP")
prior to the issue thereof without any comment on this aspect, the SRP has
now informed the Company that it intends to investigate the voting at the
scheme meeting. The Company is not in a position to comment on the grounds
for such investigation but will do so at the appropriate time if called upon
to do so.
Further announcements regarding the fulfilment or otherwise of the above
condition 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.
15 July 2009
Corporate Advisor and Sponsor: PSG Capital (Proprietary) Limited
Attorneys: Glyn Marais Inc
Date: 15/07/2009 08:09:44 Produced by the JSE SENS Department.
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implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
