| Tue 1 Dec 2009, 15:36 | | MAF - Mutual & Federal Insurance Company Limited - Results of the hearing of the |
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MAF
MAF
MAF - Mutual & Federal Insurance Company Limited - Results of the hearing of the
application to court for the sanctioning of the Mutual & Federal Scheme of
arrangement
MUTUAL & FEDERAL INSURANCE COMPANY LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1970/006619/06
Share code JSE: MAF NSX: MTF ISIN: ZAE000010823
("Mutual & Federal")
RESULTS OF THE HEARING OF THE APPLICATION TO COURT FOR THE SANCTIONING OF THE
MUTUAL & FEDERAL SCHEME OF ARRANGEMENT
1 RESULTS OF THE HEARING
Further to the announcement released on SENS on Monday, 23 November 2009
and published in the press on Tuesday, 24 November 2009, Mutual & Federal
shareholders are advised that:
1.1 the scheme of arrangement in terms of section 311 of the Companies
Act, No. 61 of 1973, as amended, proposed by Old Mutual plc ("Old
Mutual") between Mutual & Federal and its shareholders, other than Old
Mutual and its subsidiaries who beneficially hold shares in Mutual &
Federal ("the Old Mutual group") ("the Scheme"), was sanctioned by the
South Gauteng High Court, Johannesburg ("the Court") on Tuesday, 1
December 2009; and
1.2 the Scheme remains subject to the fulfilment or waiver, to the extent
possible, of the conditions precedent set out in paragraph 2 below
("Conditions Precedent"), after fulfilment or waiver of which, as the
case may be, the Scheme will become operative and Scheme participants
will be entitled to receive 1.73 new Old Mutual shares for every 1
Mutual & Federal share held on the Scheme record date. Implementation
of the Scheme will result in Mutual & Federal becoming a wholly-owned
subsidiary of the Old Mutual group and pursuant to which the listing
of Mutual & Federal shares on the JSE Limited and Namibian Stock
Exchange will be terminated.
2 CONDITIONS PRECEDENT
Following the receipt of the requisite approvals from Scheme members and
the sanctioning of the Scheme by the Court, the remaining Conditions
Precedent to the Scheme becoming operative are as follows:
2.1 no dividend or similar payment other than normal dividends, as defined
in the firm intention offer letter pursuant to which the Scheme will
be implemented, having been declared between the date of such letter,
being 12 October 2009, and the Scheme operative date;
2.2 the receipt of all the necessary regulatory approvals in respect of
the implementation of the Scheme (either unconditionally or subject to
conditions acceptable to the party on whom the condition will be
enforceable); and
2.3 the registration of the Order of Court sanctioning the Scheme by the
Registrar of Companies, which registration shall only take place
following the fulfilment or waiver, if applicable, of all of the other
Conditions Precedent referred to above.
3 FURTHER ANNOUNCEMENTS
The notice of fulfilment or waiver, as the case may be, of the outstanding
Conditions Precedent and any revised salient dates with regard to the
implementation of the Scheme, if required, will be released on SENS and
published in the press in due course.
Johannesburg
1 December 2009
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Date: 01/12/2009 15:36:01 Produced by the JSE SENS Department.
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