METTLE LIMITED
(formerly Greenwich Group Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1996/010795/06)
Share code: MEL ISIN: ZAE000028569
("Mettle" or "the company")
PROPOSED DELISTING AND SHARE REPURCHASE
1. PROPOSED DELISTING AND SHARE REPURCHASE
Mettle shareholders are referred to the announcement dated 28 December
2001 ("the Announcement"). Further to the Announcement, Mettle shareholders
are advised that as a result of the discussions referred to therein
regarding the status of Mettle's delisting, Mettle and the JSE Securities
Exchange South Africa ("JSE") reached an agreement that the dispute as to
whether the proposed delisting of Mettle shares from the JSE List ("the
delisting") was conditional upon Mettle shareholders' approval of the
special resolution described in the Circular to Shareholders dated 22
November 2001 ("Circular") relating to the specific share repurchase by
Mettle of its shares from Mettle shareholders ("the specific share
repurchase"), should be referred to an independent expert for determination.
The expert has now determined that, as contended by Mettle, the delisting is
not conditional upon Mettle shareholders' approval of the special resolution
authorising the specific share repurchase.
Accordingly, and in terms of the aforesaid agreement between Mettle and
the JSE, Mettle will convene a further meeting of Mettle shareholders at
which an ordinary resolution to delist the company ("Ordinary Resolution"),
and a special resolution proposing the specific share repurchase ("Special
Resolution") on similar terms and conditions, other than as to dates and
times, as the ordinary resolutions and special resolution contained in the
Circular, will again be put to Mettle shareholders, without the Ordinary
Resolution being dependent on the passing of the Special Resolution, but
with the Special Resolution being dependent on the passing of the Ordinary
Resolution and the suspension of Mettle shares on the JSE List.
A circular containing full details of the specific share repurchase and
the suspension and termination of the listing of Mettle's shares from the
JSE List, and incorporating a notice of general meeting to be held, which
circular is subject to the approvals of the JSE and the Securities
Regulation Panel, will be posted to Mettle shareholders in due course.
2. SUSPENSION OF METTLE'S SHARES
In terms of the Announcement, Mettle's shares were suspended on the JSE
with effect from the commencement of business on 28 December 2001, until
finality on the status of Mettle's delisting was achieved. As a result of
the expert's determination referred to above, finality has been achieved
and, accordingly, the listing of Mettle's shares will be reinstated with
immediate effect pending the results of the further general meeting of
Mettle shareholders.
3. CAUTIONARY ANNOUNCEMENT
Mettle shareholders are advised to continue exercising caution when
dealing in the company's shares until a full announcement is made.
Illovo
4 January 2002
Corporate adviser and joint sponsor
Mettle Limited
Corporate Finance Division
(Registration number 1996/010795/06)
Attorneys
Prinsloo, Tindle & Andropoulos Inc. Attorneys
Lead sponsor
PricewaterhouseCoopers
Corporate Finance (Pty) Ltd
(Registration number 1970/003711/07)
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