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Winding-Up
KIRCHMANN-HURRY PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1990/004210/06)
(Share code: KHO)
(ISIN code: ZAE000003869)
("KH Props" or "the company")
DISTRIBUTION AND MEMBERS' VOLUNTARY WINDING-UP
INTRODUCTION
Further to the announcement dated 3 May 2001, Standard Corporate and
Merchant Bank is authorised to announce the details of:
the distribution in specie to KH Props shareholders and KH Props debenture
holders of the 21 360 722 Hyprop Investments Limited ("Hyprop") combined
units ("the Hyprop consideration units") received by KH Props in
consideration for the disposal of its business as a going concern to Hyprop
("the distribution"); and
the voluntary winding-up of the company by its shareholders ("the voluntary
winding-up").
THE DISTRIBUTION
KH Props combined unitholders registered at the close of trade on Friday, 21
September 2001 ("the record date") will receive 57 Hyprop consideration
units for every 100 KH Props combined units held.
On Tuesday, 25 September 2001, the Hyprop consideration units will be
registered in the names of the KH Props combined unitholders registered on
the record date and certificates in respect of the Hyprop consideration
units will be posted by registered post, at the risk of the KH Props
combined unitholders concerned.
THE VOLUNTARY WINDING-UP
Once the distribution has been effected, the special resolutions passed by
the KH Props shareholders to place KH Props into voluntary winding-up will
be lodged for registration by the Registrar of Companies.
After effecting the distribution and settling all of KH Props' liabilities
that may come to light during the voluntary winding-up, any remaining cash
will be distributed to KH Props shareholders by way of a final liquidation
distribution. It is not anticipated, however, that the final liquidation
distribution will be material.
SUSPENSION OF LISTING
The listing of KH Props on the JSE Securities Exchange South Africa ("the
JSE") will be suspended at the close of trade on Wednesday, 19 September
2001 and terminated as soon as possible after the final liquidation
distribution.
SALIENT DATES AND TIMES
The salient dates and times relating to the distribution are set out in the
table below.
2001
Suspension of KH Props combined units
on the JSE at the close of trade on Wednesday, 19 September
Last day to register in order
to participate in the distribution Friday, 21 September
Registration of the Hyprop
consideration units into the names
of the KH Props combined unitholders
and posting of the Hyprop combined
unit certificates Tuesday, 25 September
Listing of the Hyprop consideration
units on the JSE Tuesday, 25 September
Note: Transactions in KH Props combined units from Monday, 17 September 2001
to Wednesday, 19 September 2001 will be for immediate settlement.
SHARE TRANSACTIONS TOTALLY ELECTRONIC ("STRATE")
KH Props has not converted to the STRATE system of electronic trading.
Hyprop, however, converted to the STRATE system on 28 May 2001. In the
STRATE environment, securities can only be traded once they have been
dematerialised. Consequently, KH Props combined unitholders will not be able
to trade their Hyprop consideration units until such Hyprop consideration
units have been dematerialised.
A KH Props combined unitholder who has already appointed a Central
Securities Depository Participant ("CSDP") or broker and who wishes to trade
in his Hyprop consideration units after the record date must instruct the
Hyprop transfer secretaries, Mercantile Registrars Limited, ("the transfer
secretaries") to convert the Hyprop consideration units to which he is
entitled into electronic format and to pass such dematerialised Hyprop
consideration units onto the CSDP or broker appointed by him.
A KH Props combined unitholder who has not yet appointed a CSDP or broker
and who wishes to trade his Hyprop consideration units after the record date
must appoint a CSDP or broker as soon as possible and thereafter instruct
the transfer secretaries to convert the Hyprop consideration units to which
he is entitled into electronic format and to pass such dematerialised Hyprop
consideration units onto the CSDP or broker appointed by him. The telephone
number of the transfer secretaries is (011) 370 5000.
KH Props combined unitholders seeking advice in respect of the
dematerialisation of the Hyprop consideration units that they will receive
and/or the STRATE system are urged to consult their broker, CSDP and/or
STRATE. STRATE may be contacted telephonically at (011) 520 7700 or by fax
at (011) 520 8600.
Johannesburg
6 September 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 and consultants
EDWARD NATHAN & FRIEDLAND (PROPRIETARY) LIMITED
(Registration number
1999/026464/07)
Reporting accountants and independent adviser to KH Props
Meyer Wilson Marsh Inc
(Registration number 1979/002154/21)
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