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1 Introduction
On 2 October 2001 the results of the shareholders meetings held by Corpgro,
Corpcapital and Corpcapital Bank on Monday 1 October 2001 were published in
the press. That announcement confirmed that all ordinary and special
resolutions proposed in order to give effect to the merger of the businesses
of the three companies, as detailed in the circulars posted to their
respective shareholders on 8 September 2001, were passed by the requisite
majority of shareholders.
2 Corporate actions/events
At the general meetings of shareholders of Corpgro, Corpcapital and
Corpcapital Bank held on Monday 1 October 2001 the following corporate
actions were approved by the shareholders of the relevant companies:-
2.1.1 The acquisition by Corpgro of the business of Corpcapital;
2.1.2 The acquisition by a wholly owned subsidiary of Corpgro of the
business of Corpcapital Bank;
2.1.3 Distributions by both Corpcapital and Corpcapital Bank to their
respective shareholders under section 90 of the Companies Act, 1973;
2.1.4 The termination of the listings of Corpcapital and Corpcapital Bank on
the JSE;
2.1.5 The change of Corpgro's name to "Corpcapital Limited";
2.1.6 The issue by Corpgro of unlisted Corpgro options to existing holders
of listed options issued by Corpcapital Bank.
3 Conditions precedent
There are no longer any conditions precedent outstanding in respect of any
of the transactions required to give effect to the merger of the businesses
of Corpgro, Corpcapital and Corpcapital Bank.
4 Salient dates
The following dates and times are important, and accordingly are brought to
the attention of shareholders of Corpgro, Corpcapital and Corpcapital Bank,
in accordance with the requirements of the JSE's Listing Requirements for
Corporate Actions:
Last date to trade Corpcapital and Corpcapital Bank
shares in order to participate in the distributions
by Corpcapital and Corpcapital Bank to their
shareholders of rights to be issued with
Corpgro shares Friday 12 October 2001
Suspension of trading of Corpcapital and
Corpcapital Bank shares and Corpcapital
Bank options (from commencement of trading) Monday 15 October 2001
Listing of Corpgro ordinary shares issued pursuant to
merger transactions Monday 15 October 2001
Effective date of change of name of Corpgro to
"Corpcapital Limited" on the JSE Monday 15 October
Effective date of name changes of Corpcapital and
Corpcapital Bank (which will not be effected
on the JSE in light of the termination of the
listings of those companies) Monday 15 October 2001
Record date to determine Corpcapital Bank shareholders
entitled to participate in Corpcapital Bank's
distribution to its shareholders of rights to be
issued with Corpgro shares Friday 19 October 2001
Record date to determine Corpcapital shareholders
entitled to participate in Corpcapital's
distribution to its shareholders of rights to be
issued with Corpgro shares Friday 19 October 2001
Effective date of termination of the listings of
Corpcapital and Corpcapital Bank ordinary
shares and options
(from the commencement of business) Monday 22 October 2001
Date on which Corpgro shares will be issued to
Corpcapital and Corpcapital Bank shareholders Monday 22 October 2001
Closing date in respect of Corpgro option offer Friday 1 February 2002
Date on which Corpcapital Bank option holders who
accept the Corpgro option offer will be issued with
new unlisted options in Corpgro Friday 8 February 2002
5 Issue of Corpgro shares pursuant to distributions by Corpcapital and
Corpcapital Bank
On Monday 22 October 2001 shareholders in Corpcapital and Corpcapital Bank
(registered as such at close of business on Friday, 19 October 2001) will be
issued with ordinary shares in the newly merged Corpgro (to be renamed
"Corpcapital Limited") ("new Corpcapital"). Dematerialised Corpcapital and
Corpcapital Bank shareholders will receive their new Corpcapital shares in
dematerialised form and will get a statement in respect thereof from their
CSDP's. Those shareholders who hold certificates for their Corpcapital and
Corpcapital Bank shares will receive certificates in respect of their new
Corpcapital shares. Corpcapital shareholders will receive 1 new Corpcapital
share for every 3,1 Corpcapital shares registered in their name as at close
of business on Friday 19 October 2001 (i.e. 32 new Corpcapital shares per
100 Corpcapital shares held). Corpcapital Bank shareholders will receive
1,715 new Corpcapital shares for every 1 Corpcapital Bank share registered
in their name as at close of business on Friday 19 October 2001 (i.e. 171
new Corpcapital shares for every 100 Corpcapital Bank shares held). The new
Corpcapital shares issued to Corpcapital and Corpcapital Bank shareholders
in dematerialised form shall be capable of being traded with effect from
Monday 22 October 2001.
6 New Corpcapital share certificates
Corpgro is to change its name to "Corpcapital Limited" on and with effect
from Monday 15 October 2001. The company secretarial documentation required
to effect this name change is presently being processed. Existing Corpgro
shareholders whose Corpgro shares have not yet been dematerialised through
the JSE's STRATE system will need to complete the form of surrender that was
annexed to the circular sent to Corpgro shareholders on 8 September 2001
(copies of which can be obtained from Mercantile Registrars Limited, 7th
Floor, 11 Diagonal Street, Johannesburg) in order to receive new
certificates. The form of surrender together with the relevant documents of
title should be delivered to Mercantile Registrars Limited (at the above
address). Upon surrender of existing Corpgro certificates, shareholders
will be entitled to receive new Corpcapital share certificates.
7 Rematerialisation of Corpcapital Bank options
The existing Corpcapital Bank options are to be delisted on and with effect
from Monday 22 October 2001 (being the date of which Corpcapital Bank is to
be delisted). Option holders who do not accept the Corpgro offer (details
of which appeared in the circulars sent to shareholders and option holders
on 8 September 2001, the ("Corpgro option offer")) and whose options have
been dematerialised in accordance with the JSE's STRATE system will receive
new option certificates in due course (i.e. their Corpcapital Bank options
will be rematerialised).
8 Corpgro option offer
The closing date in respect of the Corpgro option offer is Friday 1 February
2002. Those Corpcapital Bank option holders wishing to accept the offer, as
well as those intending to reject it, should complete the "form of
rejection/acceptance and transfer" which was attached to the circular sent
to Corpcapital Bank shareholders and option holders on 8 September 2001
(copies of which can be obtained from Corpgro's registered office at 2
Arnold Street, Rosebank, Johannesburg). Those Corpcapital Bank option
holders who take no action will be deemed to have accepted the offer.
Rosebank
5 October 2001
Corporate advisor and joint sponsor
Corpcapital Corporate Finance
Lead sponsor
BoE Securities (Pty) Ltd
Member of the JSE Securities Exchange South Africa
Co. Reg. No. 1995/012240/07
Independent advisor to Corpgro
Deloitte & Touche
Corporate Finance (Pty) Limited
(Registration number 96/00034/07)
Independent advisor to Corpcapital
KPMG Corporate Finance
Independent advisor to Corpcapital Bank
PricewaterhouseCoopers
Corporate Finance (Pty) Ltd
(Registration number 1970/003711/07)
Attorneys to the merger
Deneys Reitz Attorneys Inc.
Reg. No. 1984/003385/21
Auditors to Corpcapital Bank
PricewaterhouseCoopers Inc.
Chartered Accountants (SA)
Registered Accountants & Auditors
(Registration no. 1998/012055/21)
Auditors to Corpgro and Corpcapital
Fisher Hoffman PKF (Jhb) Inc.
Chartered Accountants (SA)
Registered Accountants & Auditors
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