| Wed 21 Feb 2001, 0:00 | | Results Of Am Moolla Group Limited Scheme Meeting |
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AM MOOLLA GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1994/008600/06)
("AMM Group")
Results of scheme meeting and implementation of scheme of arrangement
1. INTRODUCTION
AMM Group shareholders are advised that:
- at the scheme meeting held on Monday, 12 February 2001, a majority in number
representing 97,25% of the votes exercisable by AMM Group shareholders present
and voting at the scheme meeting in person or by proxy, approved without
modification the scheme of arrangement in terms of section 311 of the Companies
Act, 1973 (Act 61 of 1973), as amended ("the scheme"), proposed by Lordship
Trading Enterprises (Proprietary) Limited ("Lordship") between AMM Group and
its shareholders, other than Lordship and certain Lordship related parties
("Lordship Consortium");
- the scheme was sanctioned by the High Court of South Africa (Durban and
Coast Local Division) on Tuesday, 20 February 2001;
- the Order of Court sanctioning the scheme was registered by the Registrar of
Companies on Wednesday, 21 February 2001; and
- the competition authorities have unconditionally approved the scheme in
terms of the Competition Act, 1998 (Act 89 of 1998).
Accordingly, all the conditions precedent to the scheme have been fulfilled and
the scheme will become operative on Monday, 5 March 2001, on which date the
Lordship Consortium will become the sole shareholder in AMM Group.
2. SUSPENSION AND TERMINATION OF STOCK EXCHANGE LISTING
The listing of AMM Group's ordinary shares on the JSE Securities Exchange South
Africa will be:
- suspended with effect from the close of business (16:00) on Wednesday, 28
February 2001; and
- terminated with effect from the close of business (16:00) on Friday, 2 March
2001 ("the record date").
3. SCHEME CONSIDERATION AND SURRENDER OF AMM GROUP DOCUMENTS OF TITLE
In terms of the scheme, AMM Group shareholders registered as such at 16:00 on
the record date ("scheme participants") are entitled to receive 300 cents in
cash per AMM Group share held on the record date ("the scheme consideration").
The scheme consideration will be sent to scheme participants who have already
surrendered their documents of title to AMM Group shares on or about Monday, 5
March 2001, and to those who have not, within five business days of the date of
receipt of their surrendered documents of title.
Scheme participants who have not already done so, should surrender their
documents of title as soon as possible to the transfer secretaries, Mercantile
Registrars Limited, 7th Floor, 11 Diagonal Street, Johannesburg, 2001 (PO Box
1053, Johannesburg, 2000) in order to receive the scheme consideration.
The scheme consideration will not be sent to scheme participants unless and
until documents of title in respect of the relevant AMM Group shares have been
surrendered to the transfer secretaries as set out above.
A form of surrender for documents of title was attached to the scheme document
issued on Friday, 19 January 2001. An additional form of surrender will be
posted to all scheme participants on or about Monday, 5 March 2001.
Durban
22 February 2001
Merchant bank to Lordship
ABSA Corporate Bank
Corporate Finance
(Registration number 1986/004794/06)
Attorneys to the scheme
Cliffe Dekker Fuller Moore Inc
(Registration number 1998/018173/21)
Sponsoring broker to AMM Group
ABSA Securities (Pty) Ltd
Member of the JSE Securities Exchange South Africa
(Registration number 1973/010789/07)
Independent adviser to AMM Group
Fisher Hoffman Sithole
Registered Accountants & Auditors
Chartered Accountants (SA)
