| Fri 30 Dec 2011, 7:05 | | JDH - John Daniel Holdings Limited - Lazaron general meeting results |
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JDH
JDH
JDH - John Daniel Holdings Limited - Lazaron general meeting results
announcement, approval of the Lazaron disposal to JDH and the Cryo-Save joint
venture
JOHN DANIEL HOLDINGS LIMITED LAZARON BIOTECHNOLOGIES (SA)
(Incorporated in the Republic of South LIMITED
Africa) (Incorporated in the Republic of
(Registration Number 1998/013215/06) South Africa)
Share code: JDH (Registration Number
ISIN: ZAE 000136677 2004/004630/06)
("JDH") (Lazaron")
LAZARON GENERAL MEETING RESULTS ANNOUNCEMENT, APPROVAL OF THE LAZARON DISPOSAL
TO JDH AND THE CRYO-SAVE JOINT VENTURE
Shareholders are referred to the JDH announcement on 30 September 2011 which
detailed the proposed restructure of JDH and the Lazaron business, of which JDH
owns 27.45%, which restructure included the proposed Section 112 (of the
Companies Act, 2008 No. 71 of 2008 ("the Act")) disposal of substantially all of
Lazaron`s assets to JDH for a purchase consideration of R1 million, which assets
would in turn be disposed of by JDH to the Cryo-Save joint venture.
JDH is pleased to announce that the special resolution as contained in the
Lazaron circular to shareholders dated 7 November 2011 for the proposed Section
112 disposal to JDH was approved by the requisite majority, which facilitates
the commencement of the Cryo-Save joint venture.
Lazaron shareholders are also advised that all the ordinary and special
resolutions tabled at the Lazaron general meeting held on 6 December 2011 and
relating to the corporate actions detailed in the circular to Lazaron
shareholders which was posted on 7 November 2011, were approved by the requisite
majority of Lazaron shareholders, potentially excluding the resolution granting
a waiver of a mandatory offer by JDH to Lazaron shareholders. The waiver was
requested from Lazaron shareholders in the event that JDH trigger a shareholding
of equal to or greater than 35% in Lazaron as a result of underwriting the
Lazaron rights offer, which rights offer closes on 20 January 2011.
JDH was precluded from voting on the waiver resolution in accordance with the
Act. The resolution was approved by shareholders attending the general meeting
in person or by proxy representing 80% of such shareholders votes. The Company
will apply to the Takeover Regulation Panel ("TRP") for guidance on whether the
waiver of a mandatory offer will be approved, given the number of shareholders
who attended and voted at the meeting based on interpretation of the Act and the
Regulations thereto. A further announcement will be made in this regard in due
course.
Johannesburg
29 December 2011
Sponsor
Arcay Moela Sponsor (Pty) Ltd
Date: 30/12/2011 07:05:35 Produced by the JSE SENS Department.
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