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TMT
TMT
TMT - Trematon Capital Investments Limited - Joint announcement relating to the
results of Scheme Meeting of Club Mykonos Langebaan Limited
TREMATON CAPITAL INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/008691/06)
("Trematon")
CLUB MYKONOS LANGEBAAN LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1954/002223/06)
("CML")
TREMGROWTH (PROPRIETARY) LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2005/020527/07)
("Tremgrowth")
JOINT ANNOUNCEMENT RELATING TO THE RESULTS OF SCHEME MEETING OF CLUB MYKONOS
LANGEBAAN LIMITED
Shareholders are referred to the joint announcement as published in SENS on 19
March 2012 and in the press on 20 March 2012, and to the circular issued to CML
shareholders on 10 April 2012 ("the Circular"), detailing the Scheme of
Arrangement ("the Scheme") in terms of section 114(1) of the Companies Act No 71
of 2008 ("the Companies Act"), which has been proposed by the CML Board between
CML and its shareholders (save for Tremgrowth) ("the Scheme Members"). The
Scheme, if implemented, will result in Tremgrowth acquiring the entire issued
share capital of CML. Scheme Members currently hold 2 763 548 CML shares
(constituting 7.8% of the entire issued share capital of CML, the balance of
such issued share capital being held by Tremgrowth) ("Scheme Shares"). The
consideration for the Scheme Shares is either a cash consideration of R3.00 for
each Scheme Share or 2 Trematon shares for each Scheme Share duly disposed of.
Scheme Members are reminded of the times and dates in the Circular for making an
election as to the form of such consideration failing which the said cash
consideration will automatically apply. Shareholders are hereby advised that
the Scheme was approved by the requisite majority of shareholders (the relevant
special resolution being approved by 97.91% of the voting rights exercised by
Scheme Members thereon) present and voting, in person or by proxy, at the
meeting of Scheme Members held on 7 May 2012. Shareholders are further advised
that one dissenting shareholder holding 25 048 CML shares (representing 0,07% of
the total issued share capital of CML and 0.91% of the total issued share
capital held by Scheme Members) notified CML prior to the Scheme Meeting that it
objects to the special resolution to approve the Scheme. Accordingly such
shareholder is entitled (but not obliged) to exercise any rights in terms of
section 164 of the Companies Act (details whereof are contained in the
Circular). Shareholders should note that the implementation of the Scheme
remains conditional upon the fulfilment of certain conditions precedent by no
later than 18 May 2012 (or any agreed extension thereof) as detailed in the
Circular. Further announcements regarding same will be released on SENS and
published in the press in due course.
For and on behalf of the Board of CML.
Attorneys to the Scheme
BERNADT - VUKIC - POTASH & GETZ ATTORNEYS
Independent adviser to CML
PKF
Chartered accountants & business advisors
Sponsor to Trematon
Sasfin Capital
A division of Sasfin Bank Limited
Cape Town
09 May 2012
Date: 09/05/2012 07:05:02 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.
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