| Wed 12 Sep 2001, 0:00 | | Magnum SA - Results of the Scheme Meeting |
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MAGNUM GLOBAL FUNDS SA LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 1998/025064/06)
Share code: MGF ISIN code: ZAE 0000 18438
("Magnum SA" or "the company")
Results of scheme meeting;
Remaining salient dates; and
Implementation of scheme
1. RESULTS OF THE SCHEME MEETING
Trans Atlantic Securities (Proprietary) Limited is authorised to announce
that, at the scheme meeting of Magnum SA held at 11h00 on Monday, 27 August
2001 ("the scheme meeting"), the scheme of arrangement proposed by Magnum
Global Investments Limited ("MGI") between Magnum SA and certain of its
shareholders ("scheme members") ("the scheme") was approved by the requisite
majority of scheme members present and entitled to vote at the scheme
meeting.
In terms of the scheme, Magnum SA shareholders registered as such on Friday,
21 September 2001 ("scheme participants"), will receive a cash consideration
of 22 cents per Magnum SA share held.
2. COURT SANCTION OF SCHEME
The scheme was sanctioned by the High Court of South Africa (Witwatersrand
Local Division) on Tuesday, 11 September 2001, and the order of Court
sanctioning the scheme has been lodged for registration by the Registrar of
Companies.
3. REMINDER OF REMAINING SALIENT DATES
The remaining salient dates to the implementation of the scheme are set out
below:
September 2001
Last day to trade in order to participate in Friday, 14
the scheme on
Listing of Magnum shares on the JSE
Securities Exchange South Africa ("JSE")
suspended with effect from the commencement Monday, 17
of trading on
Record date for participation in the scheme Friday, 21
Listing of Magnum shares on the JSE
terminated with effect from the commencement Tuesday, 25
of trading on
Operative date of the scheme Tuesday, 25
Notes:
These dates and times are subject to change. Any change will be published
in the press.
Settlement of the consideration payable in respect of the scheme will be
posted to or deposited into scheme participants' (i.e. scheme members
registered on the record date) bank accounts within 5 business days of
either the receipt of the relevant documents of title (in respect of scheme
members who have not dematerialised their Magnum SA shares) or relevant
instructions from scheme members' Central Securities Depository Participants
("CSDP") (in respect of scheme members who have dematerialised their Magnum
SA shares) on the operative date of the scheme, whichever is the later.
4. SURRENDER OF DOCUMENTS OF TITLE AND SETTLEMENT OF SCHEME CONSIDERATION
4.1 Magnum SA shareholders who have not already done so, are requested to:
if they have not dematerialised their Magnum SA shares, complete the form of
acceptance, surrender and transfer (pink) and return same as soon as
practicably possible to the transfer secretaries, Computershare Services
Limited, 2nd Floor, Edura, 41 Fox Street, Johannesburg 2001 (P O Box 61051,
Marshalltown, 2107) together with their share certificates and/or other
documents of title;
if they have dematerialised their Magnum SA shares, notify their duly
appointed CSDP or broker, as the case may be, by completing the form of
acceptance for dematerialised shareholders (green) and return same as soon
as practicably possible to their CSDP or broker, of their acceptance of the
scheme and to electronically deliver their Magnum SA shares against payment
of the scheme consideration.
A form of acceptance, surrender and transfer (pink) and a form of acceptance
in respect of dematerialised shareholders (green) were included in the
circular posted to Magnum SA shareholders on Friday, 3 August 2001.
Additional such forms will be posted to all Magnum SA shareholders today.
4.3 Settlement
4.3.1 Should the relevant documents or instructions be received after
the record date, the scheme consideration payable to scheme participants
will:
in respect of scheme participants who have not dematerialised their Magnum
SA shares, be posted to the scheme participant concerned or directly
deposited into their bank accounts if they so nominate on the properly
completed form of acceptance, surrender and transfer (pink); or
in respect of scheme participants who have dematerialised their Magnum SA
shares, be credited to their bank accounts by their duly appointed CSDP;
at such scheme participant's risk within 5 business days of:
receipt of the form of acceptance, surrender and transfer (pink) by the
transfer secretaries, together with share certificates and/or other
documents of title, in respect of Magnum SA shares which have not been
dematerialised; or
notifying their duly appointed CSDP or broker, by completing and returning
the form of acceptance for dematerialised shareholders (green) which will
constitute acceptance of the offer contained in the scheme and authorisation
to electronically deliver their Magnum SA shares against payment of the
scheme consideration in respect of the Magnum SA shares which have been
dematerialised.
4.3.2 Should the relevant:
documents of title be surrendered and received in accordance with the
provisions of paragraph 4.3.1.3 above;
CSDP or broker be instructed in accordance with the provisions of paragraph
4.3.1.4 above,
prior to or on the record date, the cheque will be posted to the relevant
scheme participant or the cash consideration will be deposited directly into
the relevant scheme participant's bank account on the operative date of the
scheme.
4.4 Stock Exchange Listing
Magnum SA's listing will be terminated on the JSE Securities Exchange South
Africa with effect from the commencement of trading on Tuesday, 25 September
2001.
Johannesburg
13 September 2001
Corporate advisers and sponsor Attorneys to the scheme
TRANS ATLANTIC SECURITIES (PROPRIETARY) LIMITED
Corporate Finance WERKSMANS
(Registration number 1999/000210/07)
Independent adviser to scheme members Attorneys to MGI and the
MGI Consortium
KPMG Corporate Finance KALLMEYER & STRIME
