| Wed 30 Jan 2002, 0:00 | | Monex: Sanctioning Of The Scheme By The High Court |
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MONEX LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1968/010805/06)
Share code: MNX ISIN: ZAE000025748
("Monex" or "the Company")
SANCTIONING OF THE SCHEME BY THE HIGH COURT
1. SANCTIONING OF THE SCHEME
Further to the announcement dated 18 January 2002, BoE Merchant Bank, a
division of BoE Bank Limited, is authorised to announce that 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"), was
sanctioned by the High Court of South Africa (Cape of Good Hope Provincial
Division) on Tuesday, 29 January 2002.
Subject to the fulfilment of the condition precedent in paragraph 2 below,
the scheme will become operative on Monday, 4 February 2002 ("the operative
date").
2. CONDITION PRECEDENT
The implementation of the scheme is subject to the original 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.
Apart from the above condition precedent, all other outstanding conditions
precedent relating to the scheme have been fulfilled.
3. TERMINATION OF STOCK EXCHANGE LISTING
Shareholders are reminded that the listing of Monex shares on the JSE
Securities Exchange South Africa will 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 condition
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
29 January 2002
Corporate advisor to the scheme
BOE Merchant Bank
A Division of BOE Bank Limited
Co. Reg. No. 1951/000847/06
Transfer secretaries
Computershare Services Limited
(Registration number 1958/003546/06)
Co-sponsor to Monex
BoE Securities (Pty) Ltd
Member of the JSE Securities Exchange South Africa
Co. Reg. No. 1995/012240/07
Lead sponsor and independent advisor to Monex
KPMG Corporate Finance
Attorneys to the scheme
Sonneberg Hoffmann & Galombik
