| Fri 7 Sep 2001, 0:00 | | Omega - Results Of Scheme Meeting |
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OMEGA HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/000896/06)
Share code : OMA
ISIN Code : ZAE 000009536
("Omega")
Scheme of arrangement in terms of Section 311 of the Companies Act, 1973
(Act 61 of 1973), as amended ("the Act"), proposed by Shanghai Industrial
Investment (Holdings) Company Limited ("SIIC") between Omega and its members
other than SIIC ("the scheme")
RESULTS OF SCHEME MEETING
1. APPROVAL OF THE SCHEME
A meeting of members of Omega, other than SIIC ("the scheme members") was
held on Friday, 7 September 2001 ("the scheme meeting"), to consider and,
if deemed fit, to approve the scheme, with or without modification.
The requisite majority of scheme members approved the scheme.
Subject to the fulfilment of the remaining conditions precedent as set out
below, SIIC will, accordingly, acquire all the Omega shares of the scheme
members who are registered as such at the close of business on Friday, 5
October 2001 ("the record date") for a cash consideration of 8 cents per
Omega share held on the record date ("the scheme consideration").
2. REMAINING CONDITIONS PRECEDENT
Implementation of the scheme is still subject to the following conditions
precedent:
* the High Court of South Africa (Witwatersrand Local Division) ("the
Court") sanctioning the scheme; and
* a certified copy of the Order of Court sanctioning the scheme being
registered by the Registrar of Companies.
3. SALIENT DATES
The Court hearing to sanction the scheme is scheduled for 10:00, or so soon
thereafter as Counsel may be heard, on Tuesday, 18 September 2001 at the
High Court Building, von Brandis Square, corner Pritchard and von Brandis
Streets, Johannesburg.
Should the remaining conditions precedent be fulfilled, the scheme will
become operative on Monday, 8 October 2001 ("the operative date") and scheme
members who hold their shares in certificated form will be required to
surrender their documents of title in order to receive the scheme
consideration. A form of surrender was included in the circular posted to
members on Thursday, 16 August 2001 for this purpose and a further surrender
circular will be posted to scheme participants once the remaining conditions
precedent are fulfilled.
If the scheme becomes operative, the scheme consideration will be posted to,
or, where arrangements have been made, deposited in the bank accounts of
scheme participants who either hold their shares in dematerialised form or
who have surrendered their documents of title before the operative date, on
the operative date. The scheme consideration will be posted to those scheme
participants who hold their shares in certificated form and who surrender
their documents of title on or after the operative date, within five
business days of receipt of their documents of title by the transfer
secretaries, Mercantile Registrars Limited.
Any changes to the above dates will be published in the press.
MIDRAND
7 SEPTEMBER 2001
Corporate advisor and sponsor Legal advisors
Sasfin Bank Limited Webber Wentzel Bowens
(Registration number 1951/002280/06)
