Results Of The Offer By Mutual & Federal To The Sh
MUTUAL & FEDERAL INSURANCE COMPANY LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1970/006619/06)
("Mutual & Federal")
SENTRASURE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1994/001465/06)
("Sentrasure")
Results Of The Offer By Mutual & Federal
To The Shareholders Of Sentrasure And
Intention Of Mutual & Federal
To Invoke Section 440K Of The Companies Act
1. Results of the offer
Nedcor Investment Bank Limited is authorised to announce the results of the
offer ("the offer") by Mutual & Federal to Sentrasure shareholders, other
than CGU Insurance Limited ("CGU Insurance"), to acquire their Sentrasure
shares ("the offer shares"). Mutual & Federal was entitled to nominate CGU
Insurance to make the offer, which right Mutual & Federal subsequently
exercised.
The offer was accepted by Sentrasure shareholders holding shares
representing 90,42% of the offer shares. Accordingly:
1.1 CGU Insurance now holds 96,48% of the total issued share capital of
Sentrasure;
1.2 the condition precedent to the offer has been fulfilled and the offer is
hereby declared unconditional; and
1.3 the offer will be open for acceptances for a further 14 (fourteen) days,
until the close of business on Friday, 13 July 2001 ("the closing date").
As the offer has been accepted by the holders of not less than nine-tenths
(90%) of the offer shares, CGU Insurance intends to acquire the offer shares
held by the Sentrasure shareholders who have not yet accepted the offer, in
terms of section 440K(1)(a) of the Companies Act, 1973 (Act 61 of 1973), as
amended ("the Act"). A notice in terms of section 440K(1) of the Act ("the
notice") will be posted to Sentrasure shareholders today and the six week
notice period will commence on the closing date and terminate on Friday, 24
August 2001.
2. Surrender of share certificate(s)
If they have not already done so, Sentrasure shareholders are requested to
surrender their share certificate(s) or other relevant documents of title in
respect of their Sentrasure shares for the offer consideration of R1,73 per
Sentrasure share held.
Cheques are to be sent by or on behalf of CGU Insurance to the shareholders
concerned, at such shareholders' risk within seven days of receipt of the
properly completed form, together with relevant documents of title, by
ordinary post.
Instruments of transfer signed by CGU Insurance will be submitted to
Sentrasure in terms of section 440K(2) of the Act in respect of those
Sentrasure shareholders who do not surrender their share certificate(s) or
other document(s) of title ("the remaining Sentrasure shareholders") within
seven days of the later of the expiry of the notice or the dismissal of any
application to the Court made in terms of section 440K(1) of the Act.
Thereafter the ordinary shares of the remaining Sentrasure shareholders will
be transferred to CGU Insurance. The cash consideration of R1,73 in respect
of the shares of the remaining Sentrasure shareholders so transferred will
be held in trust by Sentrasure in a non-interest bearing account, for the
benefit of the remaining shareholders entitled thereto, pending the
surrender of their share certificate(s) or other document(s) of title, or
the waiver by CGU Insurance of the requirements to deliver such documents.
29 June 2001
Investment bank and joint sponsor to Mutual & Federal
Nedcor Investment Bank
Joint sponsor to Mutual & Federal
Merrill Lynch South Africa (Pty) Ltd
Registered Sponsor and
Member of the JSE Securities Exchange South Africa
Registration number 1995/001805/07
Independent adviser to the minority shareholders of Sentrasure
PricewaterhouseCoopers
Corporate Finance (Pty) Ltd
(Registration number 1970/003711/07)
Profile Group (Pty) Ltd. has taken care in preparing all information on this website, but does not accept any liability for errors or out-of-date information.
