| Fri 18 Jan 2002, 0:00 | | Monex - Results Of Special General Meeting And Sch |
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MONEX LIMITED
(Registration number 1968/010805/06)
(Incorporate in the Republic of South Africa)
Share Code: MNX ISIN: ZAE000025748
("Monex" or "the Company")
RESULTS OF SPECIAL GENERAL MEETING AND SCHEME MEETING
1. RESULTS
BoE Merchant Bank, a division of BoE Bank Limited, is authorised
to announce that at the respective meetings held on Friday, 18
January 2002, the requisite majority of Monex shareholders
approved the delisting of Monex and the scheme of arrangement in
terms of section 311 of the Companies Act, No. 61 of 1973, as
amended, proposed by BoE Bank Limited, a wholly-owned subsidiary
of BoE Limited ("BoE Bank"), between Monex and all the holders
of Monex shares, other than BoE Bank and companies in the BoE
Group ("the scheme").
96,8% of minority shareholders present in person or by proxy at
the special general meeting voted in favour of the ordinary
resolution to delist Monex and 96,8% of minority shareholders
present in person or by proxy at the scheme meeting voted in
favour of the scheme.
Subject to the fulfilment of the conditions precedent in
paragraph 2 below, the scheme will become operative on Monday, 4
February 2002 ("the operative date").
2. CONDITIONS PRECEDENT
The implementation of the scheme is subject to the scheme being
sanctioned by the High Court of South Africa (Cape of Good Hope
Provincial Division) ("the Court") on Tuesday, 29 January 2002
and the original of the Order of Court or a certified copy of
the Order of Court sanctioning the scheme being registered by
the Registrar of Companies, which is expected to take place on
Wednesday, 30 January 2002.
Scheme members are entitled to attend at the Court in person, or
to be represented by counsel and to be heard concerning any
objections they may have in respect of the sanctioning of the
scheme.
Apart from the above conditions precedent, all other outstanding
conditions precedent relating to the scheme have been fulfilled.
3. TERMINATION OF STOCK EXCHANGE LISTING
The listing of Monex shares on the JSE Securities Exchange South
Africa will, subject to the fulfilment of the conditions
precedent, be suspended from commencement of trading on
Wednesday, 30 January 2002, and be terminated with effect from
commencement of trading on the operative date.
4. SCHEME CONSIDERATION AND SURRENDER OF MONEX DOCUMENTS OF
TITLE
In terms of the scheme, holders of Monex shares, other than BoE
Bank and companies in the BoE Group, registered as such on
Friday, 1 February 2002 ("the record date") ("scheme
participants"), are entitled to receive 80 (eighty) cents per
Monex share held ("the scheme consideration").
The scheme consideration will, subject to the fulfilment of the
conditions precedent, be posted by ordinary post, at the risk of
the scheme participant concerned, to scheme participants by the
transfer secretaries on behalf of Monex, from the operative
date, if documents of title (in negotiable form) have been
surrendered to the transfer secretaries by the record date or,
if a scheme participant's documents of title (in negotiable
form) are surrendered only after the record date, within 5
(five) business days of receipt thereof by the transfer
secretaries.
Scheme participants who wish to surrender their documents of
title in anticipation of the scheme becoming operative may
complete the form of surrender included in the circular posted
to Monex shareholders on Friday, 14 December 2001 and return it,
together with their documents of title to the transfer
secretaries, Computershare Services Limited, 2nd Floor, Edura
House, 41 Fox Street, Johannesburg, 2001 (PO Box 61051,
Marshalltown, 2107) in order to claim the scheme consideration.
The scheme consideration will not be sent to scheme participants
unless and until documents of title in respect of the relevant
Monex shares have been surrendered to the transfer secretaries
as set out above.
A further form of surrender will be included in a circular to be
posted to Monex shareholders on the operative date.
Cape Town
18 January 2002
Corporate advisor to Transfer secretaries Co-sponsor to Monex
the scheme
BoE Merchant Bank Computershare BoE Securities (Pty)
A division of BoE Services Limited Limited
Bank Limited (Registration number Member of the JSE
Co. Reg. No. 1958/003546/06) Securities Exchange
1951/000847/06 South Africa
Co. Reg. No.
1995/012240/07
Lead sponsor to Attorneys to the scheme
independent advisor
to Monex
KMPG Corporate Sonnenberg Hoffmann
Finance galombik
