| Fri 5 Oct 2001, 0:00 | | Psgbh/radh - Announcement |
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PSG INVESTMENT BANK HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Share code: PGH,)
(ISIN: ZAE000022836)
("PSGBH")
REAL AFRICA DUROLINK HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/017358/06)
(Registration number 1992/004888/06)
(Share code: RAD)
(ISIN: ZAE000015046)
("RADH")
RESULTS OF THE GENERAL MEETING OF PSGBH SHAREHOLDERS AND THE SCHEME MEETING
OF RADH SHAREHOLDERS AND SURRENDER OF DOCUMENTS OF TITLE BY RADH
SHAREHOLDERS
1. Introduction
1.1 PSG Investment Bank Limited is authorised to announce that:
1.1.1 at the general meeting of PSGBH shareholders held on Thursday, 13
September 2001, PSGBH shareholders unanimously approved the acquisition of
RADH by PSGBH ("the acquisition");
1.1.2 at the scheme meeting of RADH shareholders ("scheme members"), held on
Friday, 21 September 2001, RADH shareholders unanimously approved the scheme
of arrangement proposed by PSGBH between RADH and its shareholders in terms
of section 311 of the Companies Act, 1973 (Act 61 of 1973), as amended ("the
scheme");
1.1.3 the High Court of South Africa (Transvaal Provincial Division) has
sanctioned the scheme and the Registrar of Companies has registered the
Order of the Court;
1.1.4 all the conditions precedent relating to the acquisition have now been
fulfilled;
1.1.5 scheme members holding 226 958 600 RADH shares (54.7%) out of a total
of 415 000 000 RADH shares in issue, elected to receive the share
consideration of 95 PSGBH shares for every 100 RADH shares ("the share
consideration"). Accordingly, the balance of scheme members will receive the
cash consideration of 78 cents per RADH share ("the cash consideration").
1.2 Scheme members are reminded that the record date for the scheme is the
close of business today, Friday, 5 October 2001 ("the record date"). The
scheme will become operative on Monday, 8 October 2001, on which date PSGBH
will become the holder of the entire issued share capital of RADH.
2. Surrender of documents of title
2.1 If they have not already done so, scheme members are requested to
surrender their share certificates and/or other documents of title to RADH
shares as soon as possible to:
Mercantile Registrars Limited
10th Floor
11 Diagonal Street
Johannesburg 2001
(P O Box 7184, Johannesburg 2000)
in order to receive the consideration due to them in terms of the scheme.
Forms of surrender together with this announcement will be posted to scheme
members on or about Monday, 8 October 2001.
2.2 In terms of the scheme, unless a scheme member, by 16:00 on Wednesday, 3
October 2001 notified the transfer secretaries of his election to receive
the share consideration in respect of the whole or portion of his/her RADH
shares, the scheme member will automatically receive the cash consideration.
2.3 For those scheme members who have not elected electronic settlement,
cheques in respect of the cash consideration will be despatched to those
scheme members by registered post at their risk on or about Monday, 8
October 2001, provided that a completed form of surrender, together with
documents of title in respect of their shares, are lodged with and received
by the transfer secretaries by close of business on the record date, or
within five business days of receipt thereof, if surrendered after the
record date.
2.4 In terms of the South African Exchange Control Regulations
("Regulations"):
2.4.1 the cash consideration due to:
- non-resident scheme members will be deposited with a nominated authorised
dealer in foreign exchange; and
- emigrant scheme members will be deposited in the scheme member's blocked
account with the authorised dealer in foreign exchange in South Africa
controlling his/her blocked assets.
2.4.2 the share consideration due to:
- non-resident or emigrant scheme members will be restrictively endorsed in
terms of the Regulations; and
- emigrant scheme members will be placed under the control of the authorised
bank dealing in foreign exchange in the Republic of South Africa nominated
by that scheme member.
3. Stock exchange listing
3.1 The listing of RADH shares on the Johannesburg Stock Exchange will
terminate at the close of business today, Friday, 5 October 2001 and the
listing of 215 610 670 PSGBH shares issued in terms of the scheme will
commence on Monday, 8 October 2001.
3.2 Following the implementation of the scheme, PSGBH has 1 431 929 214
shares in issue.
Rosebank
5 October 2001
Investment bank and joint sponsor to PSGBH
PSG
INVESTMENT BANK
Joint sponsor to PSGBH
PRICEWATERHOUSECOOPERS CORPORATE FINANCE (PTY) LTD
(Registration number 1970/003711/07)
Attorneys to PSGBH
FLUXMAN RABINOWITZ - RAPHAELY WEINER
(Registration number 2000/024755/21)
Independent adviser and merchant bank to RADH
RMB Corporate Finance (a division of FirstRand Bank Limited)
Sponsor to RADH
DEUTSCHE SECURITIES SA (PTY) LTD
Member of the Deutsche Bank Group
(Registration number 1995/011798/07)
Attorneys to RADH
BRINK COHEN LE ROUX & ROODT INC
(Registration number 1993/004501/21)
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