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precedent
(Incorporated in the Republic of South Africa)
(Registration number 1969/010524/06)
Share code FIN ISIN code ZAE000015244
("Fintech")
Allied Electronics Corporation Limited
(Incorporated in the Republic of South Africa)
(Registration number 1947/024583/06)
Share code: ATN ISIN code: ZAE000029658
("Altron")
Results of scheme meeting and remaining conditions precedent
1. Introduction
Fintech shareholders are advised that, at the scheme meeting held at 09:00
on Tuesday 27 November 2001, the scheme of arrangement ("the scheme") in
terms of section 311 of the Companies Act, No 61 of 1973, as amended ("the
Companies Act") proposed by Altron between Fintech and its shareholders
other than Altron ("scheme members") was unanimously approved without
modification by scheme members present and voting in person or by proxy at
such scheme meeting, and accordingly, the requisite statutory majority was
obtained.
2. Remaining conditions precedent and further announcement
The scheme remains subject to fulfilment of the following conditions
precedent:
- the High Court of South Africa (Transvaal Provincial Division) ("the
Court") sanctioning the scheme in terms of the Companies Act; and
- a certified copy of the Order of Court sanctioning the scheme being lodged
and registered by the Registrar of Companies in terms of the Companies Act.
A further announcement will only be published in the event that the
remaining conditions precedent are not fulfilled prior to Thursday 13
December 2001.
3. Salient dates
Application will be made to the Court for sanction of the scheme at 10:00 or
as soon thereafter as Counsel may be heard on Tuesday 4 December 2001.
Subject to fulfilment of the remaining conditions precedent as detailed
above:
- the listing of Fintech on the JSE Securities Exchange South Africa ("the
JSE") will be suspended from the commencement of trade on Thursday 6
December 2001;
- the listing of Fintech on the JSE will be terminated from the commencement
of trade on Thursday 13 December 2001;
- the scheme will become operative on Thursday 13 December 2001 ("the
operative date"); and
- the cash consideration of 290 cents in cash for each Fintech share ("the
cash consideration") will be paid on the operative date to all shareholders
registered as such at the close of business on Wednesday 12 December 2001
("the scheme participants"), as more fully set out below.
4. Surrender of documents of title and settlement of cash consideration
In order to receive the cash consideration, certificated scheme participants
must surrender their share certificates or other documents of title in
respect of Fintech shares ("documents of title"), as soon as possible, to
Fintech's transfer secretaries, Mercantile Registrars Limited. A form of
surrender for the purpose of enabling certificated scheme participants to
surrender documents of title is included in the circular sent to Fintech
shareholders on Friday 2 November 2001. To further assist certificated
scheme participants, a copy of this announcement together with a further
form of surrender will be mailed to Fintech shareholders on Wednesday 28
November 2001.
Certificated scheme participants who lodge their documents of title with
Mercantile Registrars Limited on or prior to Wednesday 5 December 2001,
will, depending on the instructions provided by them to Mercantile
Registrars Limited, either have the cash consideration posted to them, at
the risk of the scheme participants concerned, or credited to their relevant
bank account by way of electronic transfer of funds on the operative date.
Scheme participants who surrender their documents of title to Mercantile
Registrars Limited after Wednesday 5 December 2001 will have their cash
consideration settled within five business days of the later of the
operative date or receipt of the documents of title.
Dematerialised scheme participants will have their Fintech holdings
transferred and the cash consideration credited to them in terms of the
custody agreement entered into between the dematerialised scheme
participants and their Central Securities Depository Participants.
No dematerialisation of Fintech shares will take place from Wednesday 5
December 2001.
Johannesburg
27 November 2001
Merchant bank and independent financial adviser to Fintech
Standard Corporate and Merchant Bank
(A Division of the Standard Bank of South Africa Limited)
(Registration number 1962/000738/06)
Investment bank to Altron
Nedbank Investment Bank
Corporate law advisers and consultants
Edward Nathan & Friedland (Pty) Ltd
(Registration number 1999/026464/07)
Joint sponsors to Fintech and Altron
Nedbank Investment Bank
ENF Sponsors (Pty) Ltd
(Registration number 2000/027636/07)
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