| Tue 28 Sep 2010, 11:00 | | CCI/IPL - CIC Holdings Limited/Imperial Holdings Limited - Joint announcement: |
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CCI IPL
CCI IPL
CCI/IPL - CIC Holdings Limited/Imperial Holdings Limited - Joint announcement:
results of scheme meeting
CIC Holdings Limited
(Incorporated in the Republic of Namibia)
(Registration number 95/502)
(Registered as an external company in the Republic of South Africa)
(Registration number 1996/002672/10)
JSE share code: CCI
ISIN: NA0009174278
("CIC")
Imperial Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1946/021048/06)
JSE share code: IPL
ISIN: ZAE000067211
("Imperial")
JOINT ANNOUNCEMENT: RESULTS OF SCHEME MEETING
Shareholders are referred to the announcement released on SENS and in the press,
dated 13 July 2010, and to the circular issued to CIC shareholders, dated 2
September 2010, detailing the proposed scheme of arrangement in terms of section
311 of the Namibian Companies Act, No. 61 of 1973, proposed by Imperial, between
CIC and its shareholders which, if implemented, will result in Imperial
acquiring the entire issued share capital of CIC in return for the payment of
the scheme consideration of 287 cents per share to scheme participants, and
incorporating a substitute offer if the scheme of arrangement does not become
operative for any reason, other than a failure to obtain any necessary
regulatory approvals.
Shareholders are hereby advised that the scheme was approved by the requisite
majority of shareholders present and voting, in person or by proxy, at the
meeting of scheme members, being shareholders of CIC recorded in the register as
such at 17h00 on Thursday, 16 September 2010, ("scheme members"), convened at
09:00 on 28 September 2010, at the registered office of CIC in Namibia, being
the Corner of Iscor and Solingen Streets, Northern Industrial Area, Windhoek,
Namibia ("the scheme meeting").
The Chairman of the scheme meeting is to report back the results of the scheme
meeting to the High Court of Namibia ("the Court") on Friday, 8 October 2010
("the return date") when application will be made for the sanctioning of the
scheme.
Scheme members are entitled to attend or be represented by counsel at the Court
on the return date. Copies of the Chairman`s report on the scheme meeting will
be available to any scheme member on request, free of charge, at the registered
office of CIC in Namibia being the Corner of Iscor and Solingen Streets,
Northern Industrial Area, Windhoek, Namibia and at the offices of CIC`s legal
practitioners Engling Stritter & Partners being at 12 Love Street, Windhoek
Namibia, from Thursday, 30 September 2010.
Shareholders are advised that the implementation of the scheme remains
conditional on:
- the Court sanctioning the scheme on the return date;
- the registration of the Court order sanctioning the scheme by the Registrar
of companies;
- the approval of the Namibian and South African Competition Authorities;
no dividend, distribution of any nature, or similar payment, other than -
dividends in the normal course and on the same basis as dividends have been
calculated and paid historically, being declared by CIC between the date of
the announcement on 13 July 2010 and the operative date of the scheme; and
- prior to the scheme consideration settlement date, CIC not, except in
pursuance of a contract entered into earlier, undertaking any of the
actions referred to in Rule 19 of the SRP Code, without the prior written
consent of the SRP and of Imperial which consent shall not unreasonably be
withheld or delayed.
Further announcements regarding the fulfilment or otherwise of the above
conditions will be released on SENS and published in the press in due course.
28 September 2010
Transaction advisor and sponsor to CIC: PSG Capital (Proprietary) Limited
Legal advisors to CIC in Namibia: Engling Stritter & Partners
Sponsor to Imperial: Merrill Lynch SA (Proprietary) Limited
Legal advisors to Imperial: Tugendhaft Wapnick Banchetti and Partners
Corporate advisor to Imperial: Investec Bank Limited
Communication advisor to Imperial: Brunswick Group LLP
Date: 28/09/2010 11:00:01 Produced by the JSE SENS Department.
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