| Tue 3 Apr 2001, 0:00 | | Strand Scheme Meeting Result & Sanctioning Thereof |
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STRAND GROUP HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1978/002272/06)
("Strand")
Results of scheme meeting and sanctioning of the scheme by the High Court
1. Approval and sanctioning of the scheme
BoE Merchant Bank, a division of BoE Bank Limited, is authorised to
announce that:
- at a meeting held on Monday, 26 March 2001, the requisite majority of Strand
shareholders approved the scheme of arrangement in terms of section 311 of the
Companies Act 1973 (Act 61 of 1973), as amended, proposed by a consortium,
comprising LMJR Maingard, a director Strand, various legal entities controlled
by Maingard and the Strand Share Inventive Trust ("the Consortium"), between
Strand and its shareholders ("the scheme");
and
- the scheme was sanctioned by the High Court of South Africa(Durban and Coast
Local Division) ("the Court") on Tuesday, 3 April 2001.
Subject to the fulfilment of the condition precedent in paragraph 2, the scheme
will become operative on Monday, 9 April 2001 ("the operative date").
2. Condition precedent
The implementation of the scheme is subject to a certified copy of the Order
of Court sanctioning the scheme being registered by the Registrar of Companies,
which is expected to take place on Wednesday, 4 April 2001.
Apart from the above condition precedent, all other outstanding conditions
precedent relating to the scheme have been fulfilled, and accordingly all the
paragraphs below are subject to the fulfilment of this condition.
3. Termination of stock exchange listing
The listing of Strand shares on the JSE Securities Exchange South Africa
will be suspended from the close of business on Wednesday, 4 April 2001, and
will be terminated with effect from the close of business on Friday, 6 April
2001 ("the record date").
4. Scheme consideration and surrender of Strand documents of title
In terms of the scheme, holders of Strand shares, other than the Consortium,
registered as such on the record date ("scheme participants"), are entitled to
received 85 (eighty-five) cents per Strand share held ("the scheme
consideration").
The scheme consideration will be posted on or about the operative date to those
scheme participants who surrender their documents of title by 16:00 on the
record date, or will be directly deposited into such scheme participants' bank
accounts on the operative date, depending on the instructions contained in the
properly completed form of surrender. For those scheme participants who
surrender their documents of title after 16:00 on the record date, the scheme
consideration will be posted or directly deposited into their bank accounts,
within 5 (five) business days of the surrender of their documents of title in
term of the scheme.
Accordingly, if they have not already done so, scheme participants should
surrender their documents of title as soon as possible to the transfer
secretaries, Computershare Services Limited, 2nd Floor, Edura House, 41 Fox
Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) in order to claim
the scheme consideration.
The scheme consideration will not be sent to scheme participants unless and
until documents of title in respect of the relevant Strand shares have been
surrendered to the transfer secretaries as set out above.
A form of surrender was included in the circular posted to Strand shareholders
on Friday, 2 March 2001, and a further form of surrender will be included in a
circular to be posted to Strand shareholders on the operative date.
Durban
4 April 2001
Corporate adviser
Boe Merchant Bank
A Division of BoE Bank Limited
Reg no 1951/000847/06
Sponsor
Boe Securities Ltd
Member of JSE Securities Exchange SA
Co Reg No 1995/012240/07
Attorneys to the scheme and to the Consortium
Werksmans Attorneys
Attorneys to Strand
G&B
Garlicke & Bosfield
Registration number 1977/03506/21
Independent adviser to Strand minorities
Moores Rowland
Chartered Accountants (SA)
