| Tue 17 Nov 2009, 11:20 | | BSR/TWP - Basil Read/TWP - Company Announcement |
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BSR TWP
BSR TWP
BSR/TWP - Basil Read/TWP - Company Announcement
Basil Read Holdings Limited TWP Holdings Limited
(Incorporated in the Republic of (Incorporated in the Republic of
South Africa) South Africa)
(Registration number (Registration number:
1984/007758/06) 2003/025640/06)
Share code: BSR ISIN: Share code: TWP ISIN:
ZAE000029781 ZAE000110763
("Basil Read") ("TWP")
MEETINGS HELD IN REGARD TO THE PROPOSED ACQUISITION ("THE ACQUISITION") BY
BASIL READ OF THE ENTIRE ISSUED SHARE CAPITAL OF TWP BY WAY OF A SCHEME OF
ARRANGEMENT IN TERMS OF SECTION 311 OF THE COMPANIES ACT, 1973 (ACT 61 OF
1973), AS AMENDED, AS PROPOSED BY BASIL READ BETWEEN TWP AND ITS SHAREHOLDERS
("THE SCHEME")
Further to the announcement of 2 November 2009 and to the trading halt of
today, shareholders of Basil Read and TWP are hereby advised that:
- the scheme was duly approved by the requisite majority of TWP
shareholders at the TWP scheme meeting held at 09:00 on Tuesday, 17
November 2009;
- the Acquisition and all matters related thereto were duly approved by
the requisite majority of Basil Read shareholders at the Basil Read
general meeting held at 10:00 on Tuesday, 17 November 2009.
The special resolution passed for the increase of Basil Read`s authorised
share capital will be lodged with the Companies and Intellectual Property
Registration Office ("CIPRO") for registration.
The report of the chairperson of the scheme meeting on the proceedings of the
scheme meeting and the results of the voting may be obtained free of charge
by shareholders of TWP from the registered office of TWP and from the offices
of TWP`s attorneys and will lie for inspection during normal business hours
on business days at the registered office of TWP, Level 1, 54 Melrose
Boulevard, Melrose Arch. Melrose, Johannesburg, South Africa as well as at
the offices of TWP`s attorneys, TLi Incorporated, Corner Republic and 251
Main Avenue, Randburg, South Africa from Thursday, 19 November 2009.
The voting results will be subject to the Court confirming such results and
an Application to the South Gauteng High Court ("Court") for sanction of the
scheme will be made at 10:00, or as soon thereafter as the matter may be
heard, on Tuesday, 1 December 2009.
If the Court sanctions the scheme, the sole unfulfilled condition precedent
will be the registration by CIPRO of the Order of Court sanctioning the
scheme.
Shareholders of TWP are reminded that the Court is located at High Court
Building, von Brandis Square, corner Pritchard and von Brandis Streets,
Johannesburg, South Africa.
Trading halt and further announcement
As the meetings have successfully concluded, the trading halt in the shares
of Basil Read and TWP the subject of today`s earlier SENS announcement is
hereby lifted. A further announcement reporting the outcome of the
application for sanction of the scheme will be made on or about Wednesday, 2
December 2009.
Johannesburg
17 November 2009
Corporate adviser to Auditors and reporting Attorneys to Basil
the transaction accountants to Basil Read
PricewaterhouseCoopers Read and TWP Ramsay Webber Logo
Corporate Finance Logo PricewaterhouseCoopers
Inc Logo
Sponsor to Basil Read Attorneys to TWP
Sasfin Capital Logo TLi Incorporated
(Registration number
1995/003127/21)
Investment bank and Independent adviser to
sponsor to TWP TWP shareholders
Nedbank Capital Logo Moore Stephens
Corporate Finance Logo
Date: 17/11/2009 11:20:01 Produced by the JSE SENS Department.
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