| Thu 18 Nov 2010, 17:38 | | MVG/MVGP - Mvelaphanda Group Limited - Results of general meeting conversion of |
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MVG MVGP
MVG
MVG/MVGP - Mvelaphanda Group Limited - Results of general meeting, conversion of
Mvela Group preference shares, confirmation of the final entitlement ratio and
finalisation date announcement
Mvelaphanda Group Limited
Registration Number: 1995/004153/06
(Incorporated in the Republic of South Africa)
Ordinary share code: MVG
ISIN: ZAE000060737
Preference share code: MVGP
ISIN: ZAE000073540
("Mvela Group" or "the Company")
RESULTS OF GENERAL MEETING, CONVERSION OF MVELA GROUP PREFERENCE SHARES,
CONFIRMATION OF THE FINAL ENTITLEMENT RATIO AND FINALISATION DATE ANNOUNCEMENT
1. Introduction
Holders of ordinary shares ("Mvela Group ordinary shares"), redeemable
option-holding shares and convertible perpetual cumulative preference
shares ("Mvela Group preference shares") in Mvela Group ("Shareholders")
are referred to the announcement by Mvela Group released on the Securities
Exchange News Service on Wednesday, 27 October 2010 and the circular to
Shareholders dated Wednesday, 27 October 2010 ("the Circular") regarding
the proposed unbundling by Mvela Group of all of its ordinary shares in
Mvelaserve Limited ("Mvelaserve") ("the Unbundling") and the separate
listing of the ordinary shares in Mvelaserve on the securities exchange
operated by the JSE Limited ("the Mvelaserve Listing").
2. Conditions Precedent
The Shareholders are advised that a general meeting of Shareholders
("General Meeting") was held at 10h00 on Thursday, 18 November 2010 to
consider the proposed resolutions necessary to approve and implement the
Unbundling and the Mvelaserve Listing and to give Mvela Group authority to
acquire Mvela Group ordinary shares. All of the proposed resolutions were
approved by the requisite majority of Shareholders. Shareholders are
further advised that although sufficient votes/proxies were obtained to
pass Special Resolution 1 which relates, inter alia, to section 228 of the
Companies Act, 1973 (Act 61 of 1973) as amended or replaced, the directors
of Mvela Group were satisfied, as at the date of the general meeting, that
the Unbundling did not constitute the whole or the greater part of the
assets or undertaking of Mvela Group. Therefore, Special Resolution 1 was
withdrawn at the general meeting.
Accordingly, Shareholders are advised that all conditions precedent to the
Unbundling and the Mvelaserve Listing have been fulfilled and that the
Unbundling and Mvelaserve Listing will be implemented in accordance with
the timetable contained in the Circular and as summarised in the table
below:
2010
Results of the General Meeting and finalisation date Thursday, 18 November
announcement released on SENS
Results of the General Meeting and finalisation date Friday, 19 November
announcement published in the South African press
Last day to trade in Mvela Group ordinary shares on Friday, 26 November
the JSE to participate in the Unbundling
Mvela Group ordinary shares trade "ex" their Monday, 29 November
entitlement to unbundled Mvelaserve shares
Mvelaserve ordinary shares listed on the JSE (the JSE Monday, 29 November
share code will be MVS and the ISIN will be
ZAE000151353)
Mvela Group ordinary shareholders commence trading Monday, 29 November
their unbundled Mvelaserve shares (the JSE share code
will be MVS and the ISIN will be ZAE000151353)
Unbundling record date Friday, 3 December
Announcement of specified ratio in respect of the Monday, 6 December
apportionment of the base cost to Mvelaserve for
taxation/CGT purposes on or about
Dematerialised Mvela Group ordinary shareholders will Monday, 6 December
have their accounts with their CSDP or broker updated
with the unbundled Mvelaserve shares on or about
Share certificates in respect of the unbundled Monday, 6 December
Mvelaserve shares will be posted, by registered post,
at the risk of the certificated Mvela Group ordinary
shareholders concerned, to certificated Mvela Group
ordinary shareholders on or about
Notes:
No dematerialisation or re-materialisation of Mvela Group ordinary share
certificates may take place between Monday, 29 November 2010 and Friday 3
December 2010, both days inclusive.
3. Conversion of Mvela Group preference shares
Shareholders are referred to the circular to Mvela Group preference
shareholders dated Friday, 23 October 2009 ("the Conversion Circular"). As
set out in the Conversion Circular, the Mvela Group preference shareholders
were entitled, at their election, to convert their Mvela Group preference
shares into Mvela Group ordinary shares from the first conversion date
which was Wednesday, 4 November 2009 up to the final conversion date which
was on Thursday, 4 November 2010 ("the Conversion Period").
Shareholders are advised that during the Conversion Period 54,434,638 Mvela
Group Preference Shares were converted into 122,473,427 Mvela Group
ordinary shares. In terms of the Conversion Circular, the remaining 265,362
Mvela Group preference shares in issue shall become redeemable at the
instance of the Mvela Group or remain perpetual preference shares at a
dividend rate of 80% of the ruling prime overdraft rate.
4. Final Entitlement Ratio
Based on 141,561,673 Mvelaserve ordinary shares held by Mvela Group and
565,473,650 Mvela Group ordinary shares in issue following the conversion
of Mvela Group preference shares referred to above, holders of Mvela Group
ordinary shares who are registered as such at the close of business on
Friday 3, December 2010 will receive 25.034 Mvelaserve ordinary shares for
every 100 Mvela Group ordinary shares held.
Johannesburg
18 November 2010
Corporate adviser and transaction sponsor to Mvela Group
Investec Bank Limited
Legal adviser to Mvela Group and Mvelaserve Limited
Cliffe Dekker Hofmeyr Inc
Sponsor to Mvela Group
Deutsche Securities (SA) (Proprietary) Limited
Date: 18/11/2010 17:38:47 Produced by the JSE SENS Department.
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