ANNOUNCEMENT
(Incorporated in the Republic of South Africa)
(Registration number 1998/020093/06)
("EC-Hold")
SECURITIES REGULATION PANEL RULING AND FURTHER CAUTIONARY ANNOUNCEMENT
On 2 August 2001, shareholders were advised that the Executive Committee of
the Securities Regulation Panel ("the Panel") ruled that the Mandy Rebecca
Price Trust ("the Trust") and MGX Holdings Limited ("MGX")("the Parties")
concluded an affected transaction on 8 October 1999 ("first affected
transaction").
On 7 August 2001, the Executive Committee further ruled that as a
consequence of the first affected transaction the Parties must, jointly and
severally, make an unconditional mandatory cash offer to all of the existing
shareholders of EC-Hold, at a price of 235 cents per share.
MGX and the Trust have noted an appeal against these rulings to the full
Panel. Therefore, no offer in accordance with the above rulings can be made
until the conclusion of the appeal process to the full Panel and any court
proceedings that may ensue.
Shareholders are also referred to the announcement of MGX on 2 August 2001,
where it advised that it has meanwhile, in a second affected transaction,
increased its shareholding in EC-Hold 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
("second affected transaction").
As a consequence of the second affected transaction, MGX is obliged in terms
of the Securities Regulation Code to extend a mandatory offer to acquire all
of the shares of the remaining shareholders of EC-Hold for the same or a
comparable consideration, unless the Panel rules otherwise. The Executive
Director of the Panel has ruled that no such offer may be made by MGX, in
terms of the second affected transaction, until the outcome of the first
mandatory offer arising out of the first affected transaction has been
determined.
Accordingly, EC-Hold shareholders are advised to continue to exercise
caution when dealing in their shares until such time as a further
announcement is made.
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