Regal Treasury Bank Holdings Ltd - Announcement To
Shareholders are referred to the Company's announcement dated 20 August 2001
in which shareholders were advised in relation to the Company and Regal
Treasury Private Bank Limited ("Regal Bank") that "there may be grounds for
contending that Regal Bank should not have declared a dividend to the
Company. The dividend declared by the Company is reliant on that declared
by Regal Bank. Investigations already conducted and still to be conducted
may prove such dividend in the given circumstances not to be justified in
which event no claim shall accrue to shareholders of the Company for the
dividend thus declared."
Opinion has been obtained that
-; Shareholders do not enjoy enforceable rights to be paid the dividends
declared by Regal Holdings on 30 April 2001;
-; Regal Holdings would be entitled to recover dividends paid pursuant to
such purported (irregular) declaration of dividends;
-; to the extent that Regal Bank declared and made payment of a dividend in
favour of Regal Holdings, this would similarly be recoverable by Regal Bank.
As the Regal Group is insolvent, the board of directors of the Company
believes that the best interests of Shareholders will be served by
endeavouring to liquidate the balance of the assets of Regal Holdings in an
orderly fashion prior to a voluntary liquidation of the Company or if
possible the negotiation of a scheme of arrangement in terms of Section 311
of the Companies Act, 1973. At this stage, no indication can be given as to
the likely liquidation dividend that may be paid, if any, or if a scheme of
arrangement is capable of being negotiated and implemented, the
consideration therefore translated into a dividend for Shareholders.
A letter was addressed by the Curator to the depositors of Regal Bank dated
14 November 2001 which advised, inter alia, that Investec Bank had issued a
letter of intent in terms of which Investec will acquire the entire issued
share capital and will take over the remaining assets and liabilities of
Regal Bank to be effected by way of a Scheme of Arrangement in terms of
Section 311 of the Companies Act. The letter of intent provides that a
final decision will be taken on whether or not this arrangement is possible
by 30 November 2001.
Once finality has been reached in this regard, a circular will be despatched
to Shareholders containing further information and convening a General
Meeting to approve of the disposal of the remaining assets and the delisting
of the Company from the JSE Securities Exchange.
The listing of the Company's shares on the JSE Securities Exchange will
continue to be suspended.
26 November 2001
Sponsor
PricewaterhouseCoopers Corporate Finance
Legal Advisor
Kallmeyer & Strime
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