| Wed 28 Sep 2011, 14:56 | | UNI - Universal Industries Corporation Limited - Results of General Meeting |
|
UNI
UNI
UNI - Universal Industries Corporation Limited - Results of General Meeting
UNIVERSAL INDUSTRIES CORPORATION LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1996/004343/06)
JSE code: UNI ISIN: ZAE000110664
("Universal" or "the company")
RESULTS OF GENERAL MEETING
Universal shareholders ("shareholders") are advised that at the general meeting
of shareholders held on Wednesday, 28 September 2011, the special resolutions
and the ordinary resolution contained in the circular to shareholders dated
30 August 2011 ("the circular"), and tabled for voting, were passed by 100%
of the votes cast on the resolutions. In particular, it is noted that the
special resolution required to approve the scheme, as defined below, was
approved unanimously by the shareholders who voted on the resolution.
Shareholders are further advised that the offer made by Ethos Private Equity
Fund V ("Ethos") and certain existing shareholders of the company (identified
in the circular and defined therein as the "existing shareholders consortium")
(collectively "the offeror"), to acquire the entire issued share capital of
Universal (excluding the excluded shares, as defined in the circular) under
a scheme of arrangement ("the scheme") proposed in terms of section 114 of
the Companies Act 71 of 2008 (the "Companies Act") by way of a repurchase by
the company of all the Universal shares held by the Universal shareholders
(excluding the existing shareholders consortium) in terms of section 48 of the
Companies Act, remains subject to -
- the unconditional approval of the relevant Competition Authorities of the
change of control of the company that will result from the implementation
of the scheme as well as the change of control of the company that will
result from transactions to be effected between the company and the offeror
immediately after the implementation of the scheme, the details of which
transactions are set out in the circular; and
- the issue of a compliance certificate by the Takeover Regulation Panel
(established in terms of section 196 of the Companies Act) in respect of
the scheme in terms of section 119(4) of the Companies Act.
Shareholders will be advised of the status of the outstanding conditions in due
course.
Johannesburg
28 September 2011
Corporate advisor, legal advisor and sponsor to Universal and advisor to the
existing shareholders consortium
Java Capital (Proprietary) Limited
Legal advisor to Ethos and competition law advisor to the merging parties
Webber Wentzel
Independent expert to Universal
Grant Thornton
Debt providers
Nedbank Limited
Date: 28/09/2011 14:56:01 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.
