| Mon 23 Aug 2010, 14:48 | | BJM - Barnard Jacobs Mellet Holdings Limited - Results of scheme meeting |
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BJM
BJM
BJM - Barnard Jacobs Mellet Holdings Limited - Results of scheme meeting
and update on conditions precedent
Barnard Jacobs Mellet Holdings Limited
Incorporated in the Republic of South Africa)
(Registration number: 1995/004798/06)
Share code: BJM ISIN: ZAE000014262
("BJM" or "the Company")
RESULTS OF SCHEME MEETING AND UPDATE ON CONDITIONS PRECEDENT
1. RESULTS OF SCHEME MEETING
BJM shareholders are referred to the Notice of Scheme Meeting
published on the Securities Exchange News Service on Friday, 30 July
2010 in which BJM shareholders were advised of the scheme of
arrangement in terms of section 311 of the Companies Act, no 61 of
1973, as amended, proposed by FirstRand Limited ("FirstRand") between
BJM and its shareholders ("the Scheme"), in terms of which FirstRand
Investment Holdings (Proprietary) Limited ("FRIHL"), a wholly-owned
subsidiary of FirstRand, will acquire all of the ordinary shares in
BJM ("BJM Shares"), for a cash consideration of R4,50 per BJM Share,
payable by FirstRand on behalf of FRIHL ("Scheme Consideration").
At the Scheme meeting held today, Monday, 23 August 2010, the
requisite majority of Scheme members present and voting, either in
person or by proxy, approved the Scheme.
2. UPDATE ON CONDITIONS PRECEDENT TO THE SCHEME
Shareholders are advised that the necessary approvals have been
obtained from the JSE Limited, The Securities Regulation Panel and the
South African Competition Tribunal.
Shareholders are reminded that the implementation of the Scheme is
subject to, and will only become operative upon the fulfilment or,
where applicable, waiver by FirstRand, as the case may be, of the
following remaining conditions precedent:
(a) the Scheme having been sanctioned by the South Gauteng High Court,
Johannesburg ("the Court") in terms of section 311(2) of the Companies
Act;
(b) the Order of Court sanctioning the Scheme being registered by the
Companies and Intellectual Property Registration Office in terms of
section 311(6)(a) of the Companies Act; and
(c) the approval by the Registrar of Banks being granted for the
Scheme to be implemented.
3. CHAIRPERSON`S REPORT
A copy of the chairperson`s report on the Scheme meeting will be
available for inspection at BJM`s registered office situated at 24
Fricker Road, Illovo Corner, Illovo, Johannesburg, from Tuesday, 24
August 2010 until the date on which the application is made to the
Court to sanction the Scheme. It is anticipated that the application
to sanction the Scheme will be made to the Court at 10h00 or as soon
thereafter as counsel may be heard on Tuesday, 31 August 2010.
Illovo
23 August 2010
Merchant bank and sponsor to FirstRand
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Corporate Advisor to BJM
Deloitte Corporate Finance
Sponsor to BJM
Barnard Jacobs Mellet Corporate Finance (Proprietary) Limited
Independent Sponsor to BJM
Deloitte & Touche Sponsor Services (Proprietary) Limited
Attorneys to FirstRand
Deneys Reitz
Attorneys to BJM
Werksmans
Independent expert to BJM
PriceWaterhouseCoopers Corporate Finance (Proprietary) Limited
Date: 23/08/2010 14:48:02 Produced by the JSE SENS Department.
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