| Fri 29 Oct 2010, 17:50 | | BFS - Blue/ Mayibuye - Results of the meeting of shareholders held on Friday 29 |
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BFS
BFS
BFS - Blue/ Mayibuye - Results of the meeting of shareholders held on Friday, 29
October 2010
Blue Financial Services Limited
(Incorporated in the Republic of South Africa)
(Registration Number: 1996/006595/06)
JSE Share code: BFS
ISIN: ZAE000083655
("Blue" or the "Company")
Mayibuye Group (Proprietary) Limited
(Incorporated in the Republic of South Africa)
(Registration Number: 1998/022424/07)
("Mayibuye")
RESULTS OF THE MEETING OF SHAREHOLDERS HELD ON FRIDAY 29 OCTOBER 2010
1. INTRODUCTION
Shareholders are referred to the update announcement released on the Securities
Exchange News Service of the JSE Limited ("JSE") on 7 October 2010 in connection
with the proposed recapitalisation of the Company by Mayibuye
("Recapitalisation")and the posting of a circular to Blue shareholders dated 7
October 2010 ("Circular") containing details of the Recapitalisation and
incorporating the notice of general meeting to be held at 11h00 on Friday, 29
October 2010 at the registered office of the Company, being Building 10, 107
Haymeadow Street, Boardwalk Office Park, Faerie Glen, Pretoria, 0081.
Shareholders are further alerted to the announcement released on SENS on 27
October 2010 ("27 October 2010 update announcement"), wherein shareholders were
advised that the purchase of rights agreement entered into between Mayibuye and
Pinebridge Global Emerging Markets Partners II, L.P. ("Pinebridge"), on or about
9 August 2010 ("Pinebridge Agreement"), had due to delays in finalising the
Recapitalisation subsequently lapsed and in light of this an agreement dated 27
October 2010 was entered into between Mayibuye, Pinebridge and Blue (and certain
of its subsidiaries) which, inter alia:
- Revived the Pinebridge Agreement; and
- amended the Pinebridge Agreement in certain respects.
2. RESULTS OF SHAREHOLDERS MEETING
Shareholders are hereby advised that the general meeting of Blue shareholders
held on Friday, 29 October 2010 (the "shareholders meeting") was duly
constituted and at this meeting all resolutions required to approve the
Recapitalisation Transaction were passed by the requisite majority, which in all
instances exceeded 94% of the votes of shareholders present in person or
represented by proxy.
The Company acknowledges that certain shareholders may have submitted their
proxy forms to vote at the shareholders meeting prior to the release of the 27
October update announcement. In terms of the Articles of Association of Blue,
the chairman of the Company accordingly asked Blue shareholders present at the
shareholders meeting to vote on an adjournment of the shareholders meeting to
allow Blue shareholders more time to consider the contents of the 27 October
update announcement. However, 100% of all shareholders present at the
shareholders meeting voted to proceed with the shareholders meeting.
In light of the above the JSE has requested that it be provided with the
necessary documentation to enable it to consider the process followed and the
results of the shareholders meeting. On consideration of the process followed by
the Company the JSE will advise as to the recognition or otherwise by the JSE of
the results of the shareholders meeting.
3. REMAINING CONDITIONS PRECEDENT
The Recapitalisation Transaction is subject to the fulfilment or waiver (as the
case may be) of the remaining key conditions precedent, namely:
- The registration of all special resolutions by CIPRO;
- A ruling being provided by the Securities Regulation Panel on Takeovers and
Mergers ("SRP") waiving the requirement for Mayibuye to make a mandatory
offer in terms of Rule 8.7 of the SRP Code;
- Recognition by the JSE of the results of the shareholders meeting; and
- The Company obtaining competition authority approvals in certain remaining
African territories.
4. UPDATE ANNOUNCMENT TO SHAREHOLDERS
A further announcement(s) to shareholders will be made advising the shareholders
of the findings of the JSE and fulfilment and/or waiver of the remaining
conditions precedent.
Pretoria
29 October 2010
Financial adviser to Blue
NM Rothschild & Sons (South Africa) (Proprietary) Limited
Designated adviser to Blue
Grindrod Bank Limited
Financial adviser to Mayibuye
PricewaterhouseCoopers Corporate Finance (Proprietary) Limited
Legal adviser to Mayibuye
Cliffe Dekker Hofmeyr Inc
Date: 29/10/2010 17:50:01 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.
