| Mon 5 Oct 2009, 17:44 | | YRK - York Timber Holdings Limited - Notice of General Meeting Further |
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YRK
YRK
YRK - York Timber Holdings Limited - Notice of General Meeting, Further
Cautionary Announcement and Resignation of Directors
York Timber Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1916/004890/06)
ISIN number: ZAE000133450
Share code: YRK
("York" or "the Company")
Notice of general meeting, further cautionary announcement and resignation of
directors
1. Introduction
Ordinary and convertible non-redeemable cumulative preference shareholders of
York ("Shareholders") are referred to the further cautionary announcement dated
30 September 2009 wherein they were, inter alia, advised that the Company`s
board of directors ("the Board") has resolved to recapitalise the Company
through the injection of additional equity capital by means of a rights offer
("rights offer").
In order to implement the rights offer, the Company requires approval by
Shareholders in a general meeting of a special resolution to increase its
authorised ordinary share capital. In addition, an ordinary resolution to place
the requisite number of authorised but unissued ordinary shares under the
control of the directors in terms of Section 221 of the Companies Act 61 of
1973, as amended, is required.
A circular containing details of the above resolutions, was posted to
Shareholders on Monday, 5 October 2009.
2. Notice of general meeting
Notice is hereby given that a general meeting of Shareholders will be held at
10:00am on Tuesday, 27 October 2009 ("the general meeting") at the Industrial
Development Corporation of South Africa Limited ("IDC"), 19 Fredman Drive,
Sandton in order to vote on the resolutions necessary to implement the rights
offer.
3. Irrevocable undertakings for the general meeting
Shareholders holding more than 80% of the ordinary and convertible non-
redeemable cumulative preference shares have irrevocably undertaken to vote in
favour of the resolutions at the general meeting necessary to implement the
rights offer. These shareholders comprise, inter alia, the IDC, The Lereko
Metier Capital Growth Fund, Blackstar Group Plc, Corocapital Limited and RMB
Ventures Four (Proprietary) Limited.
4. Salient dates and times
2009
Circular posted to Shareholders on Monday, 5 October
Last day for Shareholders to lodge Monday, 26 October
forms of proxy for the general
meeting at 10:00am or alternatively
to be handed to the chairman of the
general meeting at least 10 minutes
before the commencement of the
general meeting
General meeting to be held at Tuesday, 27 October
10:00am on
Results of general meeting to be Tuesday, 27 October
released on SENS on
Results of general meeting to be Wednesday, 28 October
published in the press on
Notes:
1. Any material changes to these dates and times will be released on SENS
and published in the South African press. Any reference to time is a
reference to South African time.
5. Further cautionary announcement
Pursuant to the passing of the necessary resolutions and registering of the
special resolution with the Companies and Intellectual Property Registration
Office, a fully underwritten rights offer will be undertaken by the Company.
Shareholders will be able to subscribe for 308 new ordinary shares in the
Company for every 100 shares currently held at a rights offer price of R2.00 per
ordinary share.
A detailed terms announcement containing the full details, including the pro
forma financial effects of the rights offer, will be released with the results
of general meeting announcement, which is expected to be released on SENS on
Tuesday, 27 October 2009.
Accordingly, Shareholders are advised to continue to exercise caution when
dealing in their ordinary and convertible non-redeemable cumulative preference
shares of York, until such detailed announcement is made.
6. Resignation of directors
As part of the restructuring of the Company, a smaller Board is being
considered. Accordingly, Ms Grathel Motau, Mr. Andrew Bonamour and Mr. Simon
Murray have resigned from the Board with immediate effect.
The Board would like to thank them all for their support of the business during
the restructuring phase and for their valuable input into the running of the
Company.
Sabie
5 October 2009
Merchant bank
RAND MERCHANT BANK (a division of FirstRand Bank Limited)
Legal Advisor to the transaction
Prinsloo, Tindle & Andropoulos Inc
Sponsor
Barnard Jacobs Mellet Corporate Finance (Pty) Limited
Date: 05/10/2009 17:44:01 Produced by the JSE SENS Department.
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