| Tue 20 Jul 2010, 16:16 | | MVG / MVGP - Mvelaphanda Group Limited - Results of the general meeting |
|
MVG MVGP
MVG
MVG / MVGP - Mvelaphanda Group Limited - Results of the general meeting
MVELAPHANDA GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1995/004153/06)
Ordinary share code: MVG ISIN: ZAE000060737
Preference share code: MVGP ISIN: ZAE000073540
("Mvela Group")
RESULTS OF THE GENERAL MEETING
1. INTRODUCTION
Holders of ordinary shares, redeemable option-holding shares and preference
shares in Mvela Group ("Shareholders") are referred to the announcement by Mvela
Group released on the Securities Exchange News Service ("SENS") on Tuesday, 22
June 2010 and the circular to Shareholders dated Monday, 28 June 2010 (the
"Circular") regarding:
- a series of transactions undertaken and/or to be undertaken by Mvela Group,
Brimstone Investment Corporation Limited ("Brimstone") and various entities
controlled by Mvela Group and Brimstone ("Restructuring"); and
- the proposed unbundling by Mvela Group of all of the shares held by it in
Health Strategic Investments Limited ("Health"), constituting 53.52% of the
issued ordinary share capital of Health, to Mvela Group ordinary shareholders
(the "Unbundling").
2. RESULTS
At the general meeting of Shareholders held on Tuesday, 20 July 2010 (the
"Meeting"), both the special resolution and the ordinary resolution proposed at
the Meeting, details of which were contained in the Circular, were approved by
the requisite majority of votes. The special resolution will be lodged for
registration with the Companies and Intellectual Property Registration Office
("CIPRO") in due course.
3. REMAINING CONDITIONS PRECEDENT
3.1. The Restructuring remains conditional upon the fulfilment of the remaining
conditions precedent thereto (including the following) by Thursday, 5 August
2010 (or such later date as is agreed):
- the special resolution authorising the Unbundling being registered by CIPRO;
- the special resolutions of Brimstone shareholders authorising the
Restructuring and the unbundling by Brimstone of all of its ordinary shares in
Health to its shareholders being registered by CIPRO;
- any other shareholder resolutions necessary to give effect to the
Restructuring, being passed and, if applicable, registered by CIPRO; and
- Brimstone and Mvela Group being satisfied with the results of their respective
due diligence investigations of Health and Newshelf 778 (Proprietary) Limited.
3.2. The Unbundling remains conditional upon the registration by CIPRO of the
special resolution authorising the Unbundling, and on the Restructuring being
implemented, by Thursday, 5 August 2010 (or such later date as is agreed).
4. FURTHER ANNOUNCEMENT
A further announcement on the fulfilment of the remaining conditions precedent
will be released on SENS in due course.
Johannesburg
20 July 2010
Merchant bank, structuring adviser and transaction sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Sponsor
Deutsche Securities (SA) (Proprietary) Limited
Reporting Accountants
PKF (Jhb) Inc.
Attorneys
Bowman Gilfillan Inc.
Advisers to Mvela Group
Afropulse Group (Proprietary) Limited
Financial PR adviser
College Hill
Date: 20/07/2010 16:16:01 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.
