| Tue 6 Oct 2009, 7:31 | | YRK - York Timber Holdings - Notice of general meeting further |
|
YRK
YRK
YRK - York Timber Holdings - Notice of general meeting, further
cautionary announcement and resignation of directors (Amendment)
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 (Amendment)
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 the 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 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 alios, 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 forms of proxy Monday, 26 October
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 10:00am on Tuesday, 27 October
Results of general meeting to be released on SENS Tuesday, 27 October
on
Results of general meeting to be published in the Wednesday, 28 October
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 307.727 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
Mr. Andrew Bonamour and Mr. Simon Murray have resigned from the Board with
immediate effect. Ms Grathel Motau has accepted a position with KPMG who
are the Company`s auditors. Accordingly, she has resigned as a result of a
potential conflict of interest.
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: 06/10/2009 07:31:44 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
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.
