| Wed 25 Apr 2001, 0:00 | | Avi - Results Of General Meeting And Scheme Meetin |
|
ANGLOVAAL INDUSTRIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1944/017201/06)
("AVI" or "the Company")
Results of general meeting and scheme meeting
1. Introduction
Further to the announcement dated 22 February 2001, Standard Corporate and
Merchant Bank is authorised to announce that:
* at the general meeting of the Company held on Tuesday, 17 April 2001, the
requisite majority of AVI shareholders approved the resolutions giving AVI
specific authority to repurchase its shares ("the repurchase"), restructure its
share capital and amend its Memorandum and Articles of Association;
* at the scheme meeting held on Tuesday, 17 April 2001, the requisite majority
of AVI shareholders approved the scheme of arrangement proposed by AVI in terms
of section 311 of the Companies Act, 1973 (Act 61 of 1973), as amended, between
AVI and its shareholders, other than its wholly-owned subsidiary, Anglovaal
Industries Investments (Proprietary) Limited ("the scheme"); and
* on Tuesday, 24 April 2001, the scheme was sanctioned by the High Court of
South Africa (Witwatersrand Local Division).
Copies of both the special resolution authorising the repurchase and the Order
of Court sanctioning the scheme have been registered by the Registrar of
Companies.
2. The scheme
The scheme will become operative on Monday, 30 April 2001 and AVI will acquire
from its shareholders, other than Anglovaal Industries Investments
(Proprietary) Limited, 13,5 AVI ordinary shares ("the scheme shares") for every
100 AVI ordinary shares ("the repurchase ratio") held at the close of trade on
Thursday, 26 April 2001 ("the record date") in exchange for a consideration of
818 cents per scheme share ("the scheme consideration") and a new share
certificate representing the balance of each shareholder's remaining AVI
ordinary shares ("new AVI share certificate").
In terms of the scheme, the 49 294 207 scheme shares (or such lesser number of
shares that results from the rounding down to the nearest whole number
fractions of shares arising from the application of the repurchase ratio) that
are to be acquired by AVI will be cancelled in the issued capital of AVI and
the listing thereof on the JSE Securities Exchange South Africa will be
terminated at the close of business on the record date.
3. Action required by shareholders
If they have not already done so, AVI shareholders registered as such on the
record date ("scheme participants") are requested to surrender their share
certificates and/or other documents of title in respect of their entire holding
of AVI shares as soon as possible to Mercantile Registrars Limited, 7th Floor,
11 Diagonal Street, Johannesburg, 2001 (PO Box 1053, Johannesburg, 2000) ("the
transfer secretaries") in order that they may receive the scheme consideration
and a new AVI share certificate.
The scheme consideration and new AVI share certificates will be posted to
scheme participants at their risk by the transfer secretaries on behalf of AVI
on Monday, 30 April 2001, provided that the share certificates and/or other
documents of title in respect of a scheme participant's entire holding of AVI
shares have been received by the transfer secretaries prior to the record date,
or, failing that, within five business days of the receipt thereof.
A form of surrender for share certificates and/or other documents of title was
included in the document sent to shareholders on 26 March 2001. A further form
of surrender will be posted to shareholders on or about Wednesday, 2 May 2001.
Sandton
25 April 2001
Merchant bank and Sponsor
Standard Corporate and Merchant Bank
(A division of The Standard Bank of South Africa Limited)
(Registration number 1962/000738/06)
Corporate law advisers
Taback and Associates (Proprietary) Limited
(Registration number 2000/010434/07)
