ZELTIS HOLDINGS LIMITED
"Zeltis
(Registration No:1905/0021141/06)
("Zeltis")
JSE CODE: ZLT - ISIN CODE: ZAE000015939
The Janus Corporation (Pty) Limited is authorised to announce that at a
general meeting of Zeltis shareholders held on 29 January 2002, the
following resolutions were passed by the requisite majority of shareholders
to approve inter alia:
Ordinary resolutions
the disposal of a holding of 25,48% (8 065 882 shares) held by Zeltis in
Good Cape Limited (of which its holding company, Abbey (Propcor) Holdings
Ltd owns 53,7%), to the Dennis Hellmann Family Trust for a total
consideration of R4 032 941;
the acquisition of the remaining 25% of the issued shares in Denverdraft
(Pty) Ltd not held by the company for a total consideration of R2 000 000;
and
the disposals and acquisitions of the various assets, investments and
associates interests, details of which were set out in the circular to
shareholders dated 24 December 2001.
Special resolution
the consolidation of the company's authorised share capital of 750 000 000
ordinary shares and the issued share capital of 148 698 692 ordinary shares
of a par value of 1 cent per share on a one for five basis resulting in an
authorised share capital of 150 000 000 ordinary shares and an issued share
capital of 29 739 738 ordinary shares with a par value of 5 cents per share.
Each of the above resolutions were passed by 52 671 200 shares (82,96% of
the vote) in favour of the resolutions and 10 817 053 shares voting against
the resolutions.
Notice of impending High Court Action
The board of directors wish to inform shareholders that on 29 January 2002,
Zeltis, its directors and its auditors were served with a Notice of Motion
issued out of the Cape of Good Hope Provincial Division of the High Court of
South Africa. The first applicant, Abbey Nominees Limited, holds 8 891 772
shares in Zeltis (5,98%). These shares are held on behalf of the other
applicants. In terms of the Notice of Motion, the applicant intends applying
for the disqualification of the auditors of Zeltis, BDO Spencer Steward
(JHB) Inc, the setting aside of the approval of the annual financial
statements of Zeltis for the year ended 30 June 2001 and related matters.
Zeltis, its directors and its auditors intend to strenuously oppose the
application.
Johannesburg
30 January 2002
Sponsor
The Janus Corporation (Pty) Ltd
Auditor
BDO Spencer Steward (JHB) Inc
Attorneys
Bowman Gillfin
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