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JSE ERM
GEN
GEN - Enterprise Risk Management Limited - Results Of Offer, Compulsory
Acquisition Of Remaining Shares And Delisting From JSE
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 THE OFFER TO MINORITY SHAREHOLDERS
COMPULSORY ACQUISITION OF THE REMAINING ERM SHARES AND THE DELISTING OF ERM FROM
THE JSE LIMITED
1. Results of the offer
ERM shareholders are referred to the announcement dated 10 June 2009 and to
the circular dated 9 July 2009 regarding the proposed delisting of ERM and
an offer ("the offer") by Mr Mark Stein ("the offeror") to minority
shareholders in ERM.
ERM shareholders are advised that the offer, which closed at 12:00 on
Friday, 7 August 2009, was accepted in respect of 10 115 611 ERM shares,
comprising 96.2% of the total number of minority shares in ERM which were
the subject of the offer, being 10 517 118 ERM shares.
2. Compulsory acquisition and payment of consideration
The circular dated 9 July 2009 which sets out the terms of the offer ("the
offer circular") incorporated a notice in terms of section 440K of the
Companies Act, No. 61 of 1973, as amended ("the Companies Act").
The offeror confirms that he will, in accordance with section 440K of the
Companies Act, compulsorily acquire those ERM ordinary shares not already
held by the offeror and his concert parties and in respect of which the
offer has not been accepted prior to the closing date of the offer ("the
remaining ERM shares") from the holders of such shares ("the remaining ERM
shareholders"), for the cash consideration of R1.50 per ERM share held
("the consideration"), unless an application is made to the High Court of
South Africa (the "Court") to prevent the compulsory acquisition of the
remaining ERM shares and the Court orders that the offeror shall not be
entitled to invoke the compulsory acquisition of the remaining ERM shares
or the Court imposes conditions or terms which are different from those in
the offer circular.
3. Termination of the listing of ERM on the JSE Limited ("JSE")
The listing of ERM shares on the JSE will be terminated with effect from
the commencement of trade on the JSE on Wednesday, 12 August 2009.
4. Salient dates and times
The salient dates and times relating to the implementation of section
440K of the Companies Act by the offeror are set out in the table below:
2009
Date of payment of the consideration in terms Tuesday, 11 August
of the offer
Termination of the listing of ERM shares Wednesday, 12 August
on the JSE from the commencement of trade on
Notice to be given in terms of section 440K(1) Monday, 17 August
of the Companies Act on
Last day to apply to the Court in terms of Tuesday, 29 September
section 440K(1) of the Companies Act
Compulsory acquisition of the ERM shares held Wednesday, 30 September
by the remaining ERM shareholders who have not
accepted the offer becomes effective at the
commencement of business on
Date of payment of the consideration in terms Within seven calendar
of the compulsory acquisition days of
the later of Wednesday,
30 September or the
dismissal of any
application to the Court
made in terms of section
440K(1) of the Companies
Act (or if not a
business day, the next
business day)
The above dates and times are subject to amendment, subject to prior written
approval from the SRP being obtained. Any such amendment will be published in
the press.
Johannesburg
12 August 2009
SPONSOR
SASFIN CAPITAL
A DIVISION OF SASFIN BANK LIMITED
Date: 12/08/2009 14:17:01 Produced by the JSE SENS Department.
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