Boe/credcor - Results Of Scheme Meeting, Court Hea
IMPLEMENTATION OF THE SCHEME
BoE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/003281/06)
("BoE")
CREDCOR LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1996/010400/06)
("Credcor")
RESULTS OF SCHEME MEETING, COURT HEARING AND POSTPONEMENT OF IMPLEMENTATION
OF THE SCHEME OF ARRANGEMENT
1. INTRODUCTION
Further to the circular sent to Credcor shareholders dated 8 May 2001 ("the
circular") containing full details of an offer by BoE Bank Limited ("BoE
Bank"), a wholly-owned subsidiary of BoE, to acquire the entire issued share
capital of Credcor by means of a scheme of arrangement between Credcor and
its shareholders, other than BoE Bank ("scheme members"), in terms of
Section 311 of the Companies Act, 1973 (Act 61 of 1973), as amended ("the
scheme"), BoE Merchant Bank is authorised to announce:
- at the scheme meeting of Credcor shareholders held on Wednesday, 30 May
2001, the scheme was unanimously approved by the requisite majority of
scheme members present in person or by proxy at the scheme meeting;
- the Registrar of Banks has approved of the acquisition by BoE Bank of the
entire issued share capital of Credcor; and
- the High Court of South Africa (Durban and Coast Local Division) has
granted an Order sanctioning the scheme, which Order of Court will be issued
only once Competition Tribunal approval has been obtained.
2. REMAINING CONDITIONS PRECEDENT
The following conditions precedent relating to the scheme still have to be
fulfilled:
- the approval of the Competition Tribunal, which is expected to be received
in the next three weeks; and
- the registration by the Registrar of Companies of a certified copy of the
Order of Court sanctioning the scheme.
3. SALIENT DATES AND TIMES
The salient dates and times as set out in the circular will change as the
scheme can only be implemented once the remaining conditions precedent have
been fulfilled (as set out in 2 above). Accordingly, once the remaining
conditions precedent have been fulfilled, the new salient dates and times
relating to the scheme will be published in the press.
4. LISTING ON THE JSE
The listing of the Credcor shares on the JSE Securities Exchange South
Africa ("the JSE") will not be suspended on Wednesday, 13 June 2001 nor
terminated on Friday, 15 June 2001. Once the remaining conditions precedent
have been fulfilled, application will be made to the JSE to suspend and
delist the Credcor shares from the JSE. The dates relating to the suspension
and delisting of the Credcor shares will be published in the press in due
course.
DURBAN
12 June 2001
Merchant bank to BoE
BOE Merchant Bank
A Division of BOE Bank Limited
Co. Reg. No. 1951/000847/06
Transfer secretaries
Computer Share Services Limited
Merchant bank and independent advisor to Credcor
Investec Corporate Finance
Investec Bank Limited
(Registration number 1969/004763/06)
Sponsor to BoE
BoE Securities (Pty) Ltd
Member of the JSE Securities Exchange South Africa
Co. Reg. No. 1995/012240/07
Lead sponsor to BoE
UBS Warburg Securities (South Africa) (Pty) Ltd
A financial services group of UBS AG
Member of the JSE Securities Exchange South Africa
(Registration number 1996/011140/07)
Sponsor to Credcor
Investec Bank Limited
(Registration number 1969/004763/06)
Attorneys to BoE and to the schme
S&W
Attorneys to Credcor
Webber Wentzel Bowens
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