EC-Hold Limited
(Incorporated in the Republic of South Africa)
(Registration number 1998/020093/06)
("EC-Hold")
FURTHER CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the joint cautionary announcement of EC-Hold
and MGX Holdings Limited ("MGX") on 15 June 2001, where shareholders were
advised, inter alia, that the executive committee of the Securities
Regulation Panel ("executive committee") has ruled that the Mandy Rebecca
Price Trust and MGX ("the parties"), concluded an affected transaction by
the acquisition of EC-Hold shares before the publication of MGX's intention
to make an offer to the minority shareholders of EC-Hold ("the ruling").
MGX announced that it did not accept and will contest the ruling.
The executive committee will reconvene on Monday, 6 August 2001 to hear
argument from the parties and rule on the price of the mandatory offer to
the minority shareholders of EC-Hold in terms of the ruling. MGX has advised
its shareholders that it rejects the findings of the executive committee and
that should the Securities Regulation Panel seek to enforce its rulings
through the High Court it will oppose the matter. This is expected to be a
very lengthy process.
Shareholders are referred to an announcement by MGX published in the press
today where it is announced that MGX has increased its holding in EC-Hold's
share capital from 34,4% to 72,5% by acquiring an additional 41 578 300 EC-
Hold shares, together with all claims attaching to these shares, for a
maximum consideration of 100 cents per EC-Hold share ("MGX acquisition").
As a consequence of the MGX acquisition, MGX intends, in terms of the
Securities Regulation Code on Takeovers and Mergers, to extend a similar
offer to the remaining shareholders of EC-Hold.
Accordingly, EC-Hold shareholders are advised to continue to exercise
caution when dealing in their shares until such time as the ruling of the
executive committee on the price at which a mandatory offer must be made to
the minority shareholders of EC-Hold and the terms of the ruling have been
publicly announced and/or a further announcement is made.
Johannesburg
2 August 2001
Corporate advisor and sponsor
Brait
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