| Wed 12 Sep 2001, 0:00 | | Escher / M Cubed - Results Of General Meeting And |
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Escher Share Certificates
Escher Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1998/014568/06)
Share code: EHR ISIN code: ZAE000024568
("Escher")
m Cubed Capital Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1999/010031/06)
("m Cubed")
RESULT OF GENERAL MEETINGS AND SURRENDER OF EXISTING ESCHER SHARE
CERTIFICATES
1. RESULT OF GENERAL MEETINGS
At the general meetings of shareholders of Escher and m Cubed held on
Tuesday, 11 September 2001, all of the resolutions proposed thereat were
duly passed by the requisite majorities of shareholders, and where
applicable, have been lodged for registration with the Registrar of
Companies. The resolutions were necessary to, inter alia:
1.1 approve the acquisition by Escher of m Cubed's businesses;
1.2 change Escher's name to m Cubed Holdings Limited ("m3") ("the name
change");
1.3 waive the obligation of m Cubed and/or the staff of m3, to extend a
mandatory offer to minority shareholders of Escher in terms of Rule 8.1 of
the Securities Regulation Code on Take-overs and Mergers;
1.4 adopt and approve a new share incentive scheme;
1.5 approve the distribution by m Cubed of the rights to the allotment and
issue of 445 814 017 Escher shares in the ratio of 122 Escher shares for
every 100 m Cubed shares in anticipation of its voluntary winding-up ("the m
Cubed distribution");
1.6 approve the voluntary winding-up of m Cubed; and
1.7 approve the reconstitution of Escher's board as detailed in the circular
to shareholders. Charles Bothner has been appointed as non-executive
chairman.
2. SALIENT DATES OF m CUBED DISTRIBUTION
2001
Record date to participate in the m Cubed distribution Friday, 14 September
Effective date of the distribution Monday, 17 September
3. SURRENDER OF EXISTING ESCHER SHARE CERTIFICATES
3.1 Escher shareholders who have not already done so, are requested to
surrender their existing share certificates in accordance with the
instructions set out below in order to receive replacement share
certificates which reflect the name change.
3.2 A copy of this announcement, together with forms of surrender, will be
despatched to shareholders today. A form of surrender must be completed and
returned, together with share certificate/s and/or other document/s of
title, to Computershare Services Limited, 2nd Floor, Edura House, 41 Fox
Street, Johannesburg 2001 (PO Box 61051, Marshalltown 2107). The transfer
secretaries will, within five business days of the receipt of the duly
signed form of surrender and the share certificate/s which must accompany
it, send a replacement share certificate in respect of the name change at
their risk, by registered mail to the address of the shareholder concerned
as shown in the company's register of shareholders, or to any other address
as instructed in writing.
3.3 In terms of the Exchange Control Regulations of the Republic of South
Africa, replacement share certificates to be issued to:
3.3.1 non-resident or emigrant shareholders will be restrictively endorsed
in terms of those regulations; and
3.3.2 emigrant shareholders will be placed under the control of the
authorised bank dealing in foreign exchange in the Republic of South Africa
nominated by that shareholder. It follows therefore that the authorised
dealer releasing blocked shares must countersign the form of surrender,
thereby indicating that the replacement share certificates will be placed
under their control.
3.4 Replacement share certificates will not be despatched before
shareholders have surrendered their certificate/s in respect of the shares
held by them, provided that if any shareholder produces evidence to the
satisfaction of the company that the certificate in respect of any shares
has been lost or destroyed, the company may dispense with the surrender of
such certificate against the provision of an indemnity acceptable to the
company, the costs of which indemnity shall be borne by the shareholder
concerned.
4. JSE SECURITIES EXCHANGE SOUTH AFRICA ("the JSE") LISTING
4.1 The JSE has agreed, with effect from the commencement of business on
Monday, 17 September 2001, to list 450 000 000 new Escher shares and to
amend Escher's listing for the change of name to m Cubed Holdings Limited,
abbreviated to "MCUBED" with the clearing house code "MCU".
4.2 Only new documents of title reflecting the name change will be good for
delivery on the JSE for transactions entered into from the commencement of
business on Monday, 17 September 2001.
Johannesburg
13 September 2001
Investment bank and joint sponsor to Escher
PSG Investment Bank
Joint sponsor to Escher
PricewaterhouseCoopers
Corporate Finance (Pty) Ltd
(Registration number 1970/003711/07)
Investment bank to m Cubed
Gensec Trading (Proprietary) Limited
(Registration number 1977/022469/07)
