| Mon 17 Aug 2009, 14:42 | | REM - Remgro - Results Of The Remgro Annual General Meeting Results Of The |
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REM
REM
REM - Remgro - Results Of The Remgro Annual General Meeting, Results Of The
Remgro General Meeting And Results Of The Venfin Limited ("Venfin") Scheme
Meeting
Remgro Limited
(Incorporated in the Republic of South Africa)
(Registration number 1968/006415/06)
(ISIN: ZAE000026480)
(Share code: REM)
("Remgro")
RESULTS OF THE REMGRO ANNUAL GENERAL MEETING, RESULTS OF THE REMGRO GENERAL
MEETING AND RESULTS OF THE VENFIN LIMITED ("VENFIN") SCHEME MEETING
1. RESULTS OF THE REMGRO ANNUAL GENERAL MEETING
At the 2009 annual general meeting of the shareholders of Remgro held on
Monday, 17 August 2009, all of the ordinary and special resolutions proposed
at the meeting were approved by the requisite majority of votes. The special
resolutions will be lodged for registration with the Companies and
Intellectual Property Registration Office ("CIPRO") in due course.
2. RESULTS OF THE REMGRO GENERAL MEETING
Remgro shareholders are advised that the necessary ordinary resolutions
relating to the proposed acquisition by Remgro of the entire issued share
capital of VenFin ("the Proposed Acquisition"), the granting of specific
authority for the control of authorised but unissued ordinary shares in
Remgro and the amendments to the Remgro SAR Scheme 2008 were approved by the
requisite majority of votes at a general meeting of Remgro shareholders held
on Monday, 17 August 2009. Accordingly, the condition precedent to the
Proposed Acquisition (and to the Scheme as defined in paragraph 3 below)
relating to the requisite majority of the Remgro shareholders in general
meeting passing all the shareholders` resolutions required for the
implementation of the Proposed Acquisition, has been fulfilled.
3. RESULTS OF THE VENFIN SCHEME MEETING
Remgro shareholders are referred to the separate announcement that has been
made by VenFin today, 17 August 2009, which can be obtained on VenFin`s
website (www.venfin.com) and are advised that the scheme of arrangement in
terms of section 311 of the Companies Act, 1973 (Act 61 of 1973), as amended
("the Scheme"), proposed by Remgro between VenFin and its ordinary
shareholders was approved by the requisite majority of scheme members at the
scheme meeting held on Monday, 17 August 2009.
Accordingly the condition precedent to the Scheme relating to the approval of
the Scheme by the required majority of VenFin ordinary shareholders has been
fulfilled and the Scheme will proceed, subject to the fulfilment of the
remaining conditions precedent as set out in paragraph 4 below.
4. REMAINING CONDITIONS PRECEDENT
The Scheme (and in the case of 4.3, also the Proposed Acquisition) remains
subject to the fulfilment, by no later than Saturday, 31 October 2009, of the
following conditions precedent:
4.1. The Western Cape High Court, Cape Town ("the Court") sanctioning the
Scheme;
4.2. A certified copy of the Order of Court sanctioning the Scheme being
registered by CIPRO; and
4.3. Approval having been obtained from the Competition Tribunal of South
Africa or the Competition Appeal Court, whichever is applicable (either
unconditionally or subject to conditions acceptable to the party against whom
the condition will be enforceable).
An announcement will be released on the Securities Exchange News Service
("SENS"), on VenFin`s website (www.venfin.com) and Remgro`s website
(www.remgro.com) and published in the South African press as soon as
practicable after the fulfilment of these conditions precedent, or, if the
Scheme fails as a result of the conditions precedent not being fulfilled, as
soon as practicable after the date upon which the Scheme failed.
It is anticipated that the Proposed Acquisition will be implemented on the
operative date of the Scheme which is expected to be Monday, 2 November 2009.
5. REMAINING SALIENT DATES
Event 2009
Court hearing to sanction the Scheme on Monday, 7 September
Order of Court sanctioning the Scheme
registered by the Registrar of Companies on Friday, 11
or about September
Announcement of fulfilment of conditions Friday, 16 October
precedent anticipated to be released on SENS
and VenFin and Remgro`s website
Announcement of fulfilment of conditions Monday, 19 October
precedent anticipated to be published in the
press on
Expected last day to trade in or to transfer Friday, 23 October
VenFin ordinary shares in order to be
recorded on the register on the scheme
consideration record date, by the close of
trade on
Expected date for termination of trading or Monday, 26 October
transfer of VenFin ordinary shares on the
OTC market at the commencement of trade on
Expected record date on which VenFin Friday, 30 October
ordinary shareholders must be recorded in
the register to receive the scheme
consideration by 17:00 on
Expected operative date of the Scheme on Monday, 2 November
Notes:
1. Any changes to the above dates and times will be advised to shareholders
by announcement on SENS, VenFin`s website (www.venfin.com) and Remgro`s
website (www.remgro.com) and publication in the South African press.
Stellenbosch
17 August 2009
Merchant bank and sponsor to Remgro
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Attorneys to Remgro
Cliffe Dekker Hofmeyr Inc.
Date: 17/08/2009 14:42:01 Produced by the JSE SENS Department.
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