| Mon 21 Feb 2011, 16:46 | | WEA - WG Wearne Limited - Results of general meeting and change in directors` |
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WEA
WEA
WEA - WG Wearne Limited - Results of general meeting and change in directors`
shareholdings
WG WEARNE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1994/005983/06)
JSE code: WEA
ISIN: ZAE000078002
("Wearne" or "the company")
RESULTS OF GENERAL MEETING AND CHANGE IN DIRECTORS` SHAREHOLDINGS
Further to the announcements, dated 15 October 2010, 26 November 2010 and 28
January 2011 and the circular to shareholders, dated 28 January 2011, relating
to the disposal of Portland Holdings (Pty) Limited ("the Portland disposal"),
Wearne advises as follows:
- At the general meeting of shareholders held on 21 February 2011, the
relevant resolutions relating to the Portland disposal and the repurchase
of the company`s shares were passed by the requisite majority.
- The resolution to waive, as provided for in Rule 8.7 of the Securities
Regulation Code on Takeovers and Mergers ("the Code") and the Rules of the
Securities Regulation Panel ("SRP`), any obligation by the Wearne Family to
make a mandatory offer in terms of the Code, was duly approved by the
requisite majority. No objections to the waiver having been lodged with
either the company or the SRP, the SRP has been requested to grant a
dispensation to the Wearne Family in respect of any obligation by them to
make a mandatory offer in terms of Rule 8.7 of the Code.
- The special resolution relating to the repurchased shares will be lodged
with CIPRO for registration as soon as possible.
- The Portland disposal constitutes a related party transaction in terms of
which Wearne disposed of Portland Holdings (Pty) Limited in exchange for
the return of 56 616 370 Wearne shares owned by the purchasers ("the
repurchased shares"), who are shareholders and directors of Wearne.
Accordingly, the relevant directors` shareholdings, once the relevant
special resolution has been registered, will change as follows:
BEFORE THE AFTER THE
PORTLAND DISPOSAL PORTLAND
INDIRECT DISPOSAL
INDIRECT
Associate of HWP Scholtz 26 651 720 3 787 500
Associate of N Heyns 26 651 720 3 787 500
Associate of both HWP Scholtz and 10 887 930 -
N Heyns
- The repurchased shares will be cancelled, and once the special resolution
has been registered, the relevant application will be submitted to the JSE
Limited for the delisting thereof.
Randburg
21 February 2011
Designated Adviser
Vunani Corporate Finance
Date: 21/02/2011 16:46:14 Produced by the JSE SENS Department.
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