| Tue 1 Mar 2011, 16:23 | | GMB - Glenrand M I B LIMITED - Results of scheme meeting |
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GMB
GMB
GMB - Glenrand M I B LIMITED - Results of scheme meeting
GLENRAND M I B LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/008001/06)
Share code GMB
ISIN: ZAE000078010
("Glenrand" or "the company")
AON SOUTH AFRICA
(PROPRIETARY) LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1978/004501/07)
("Aon")
RESULTS OF SCHEME MEETING HELD IN RESPECT OF THE SCHEME OF ARRANGEMENT IN TERMS
OF SECTION 311 OF THE COMPANIES ACT, 61 OF 1973, AS AMENDED, AS PROPOSED BY AON
BETWEEN GLENRAND AND ITS SHAREHOLDERS ("THE SCHEME")
Further to the announcement released by Glenrand on SENS on 10 February 2011 and
published in the press on 11 February 2011, shareholders of Glenrand ("Glenrand
shareholders") are hereby advised that the scheme was duly approved by the
requisite majority of Glenrand shareholders at the scheme meeting held at 10:00
on Tuesday, 1 March 2011 ("the scheme meeting").
The chairperson of the scheme meeting will report back to the South Gauteng High
Court, Johannesburg ("Court") on Tuesday, 15 March 2011 at 10:00, or as soon
thereafter as the matter may be heard.
Copies of the report of the chairperson of the scheme meeting on the proceedings
of the scheme meeting and the results of the voting may be obtained free of
charge by Glenrand shareholders from Thursday, 3 March 2011, from the registered
office of Glenrand (288 Kent Avenue, Ferndale, Randburg) and from the offices of
the chairperson of the scheme meeting (13 Eton Road, Parktown, Johannesburg) and
will lie open for inspection during normal business hours on business days at
those places.
If the Court sanctions the scheme, the only unfulfilled conditions precedent
will be:
- a certified copy of the Order of Court sanctioning the scheme being registered
by the Companies and Intellectual Properties Registration Office ("CIPRO");
- the unconditional approval of the scheme by the relevant Competition
Authorities, or if such approval is conditional, then on such conditions as may
be acceptable to the parties affected thereby;
- Glenrand, not having undertaken or allowed to occur any unusual corporate
action or frustrating action as described in Rule 19 of the Securities
Regulation Code on Take-overs and Mergers and the Rules of the Securities
Regulation Panel, including, but not limited to, any declaration of any unusual
or unplanned dividends, without the consent of Aon; and
- no material adverse change such as would be likely to have a material adverse
effect on the company, its operations, reputation and/or the earnings potential
of the company, having occurred prior to the date on which the last of the
conditions precedent set out above is fulfilled, further details of which are
set out in the circular posted to Glenrand shareholders on 10 February 2011.
In addition, the scheme is inter-conditional and indivisibly linked to the share
purchase agreement ("BBP agreement") entered into between Aon and Micawber 427
(Proprietary) Limited, Micawber 428 (Proprietary) Limited and Micawber 429
(Proprietary) Limited, being the Black Business Partner shareholders ("the BBP
shareholders") of Glenrand. The BBP agreement is subject only to the scheme
becoming unconditional and operative in accordance with its terms.
IMPORTANT DATES AND TIMES
2011
Report of chairperson of scheme meeting lies open
for inspection from Thursday, 3 March
Court hearing to sanction the scheme (at 10:00 or
as soon thereafter as counsel may be heard) on Tuesday, 15 March
If the scheme is sanctioned:
Results of scheme released on SENS on Tuesday, 15 March
Results of scheme published in the press on Wednesday, 16 March
Register Order with CIPRO by Tuesday, 22 March
Finalisation announcement released on SENS by no
later than Thursday, 24 March
Finalisation announcement published in the press
by no later than Friday, 25 March
Last day to trade to participate in scheme
consideration on Friday, 1 April
Suspension of listing of Glenrand shares at
commencement of trading on Monday, 4 April
Scheme consideration record date, being the date
on which scheme participants must be recorded in
the register to receive the scheme consideration,
by close of trading on Friday, 8 April
Operative date of the scheme Monday, 11 April
Scheme consideration expected to be paid/posted
to certificated scheme participants (if documents
of title are received on the scheme consideration
record date)on or about Monday, 11 April
Dematerialised scheme participants expected to
have their accounts (held at their CSDP or
broker) updated on Monday, 11 April
Termination of listing of Glenrand shares at the
commencement of trading on or about Tuesday, 12 April
Notes:
1. All dates and times may be changed by mutual agreement between Glenrand and
Aon and/or may be subject to the obtaining of certain regulatory approvals.
Any change will be released on SENS and published in the press.
2. All times given in this announcement are local times in South Africa.
3. Share certificates may not be dematerialised or rematerialised after
Friday, 1 April 2011.
A further announcement or announcements relating to the fulfillment of
conditions to implementation of the scheme and, if applicable, the date on which
the scheme will be implemented will be released on SENS and published in the
press in due course.
Randburg
1 March 2011
Corporate Advisor and Transactional Sponsor to Glenrand
Sasfin Capital
A division of Sasfin Bank Limited
Legal Advisor to Glenrand
Deneys Reitz Inc.
Independent Financial Advisor to the Glenrand Board
PricewaterhouseCoopers Corporate Finance (Proprietary) Limited
Sponsor to Glenrand
Nedbank Capital
Corporate Advisor to Aon
Grindrod Bank Limited
Legal Advisor to Aon
Edward Nathan Sonnenbergs Inc.
Financial and Tax Due Diligence Advisor to Aon
Deloitte
Advisor to the BBP Shareholders
Standard Bank Group Limited
Date: 01/03/2011 16:23:01 Produced by the JSE SENS Department.
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