| Wed 6 Feb 2002, 0:00 | | Gefco - Delisting Announcement |
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The Griqualand Exploration and Finance Company Limited
(Incorporated in the Republic of South Africa)
(Registration number 1970/011100/06)
Share code: GEF
ISIN: ZAE000002960
("Gefco" or "the Company")
Announcement regarding the voluntary delisting on the JSE Securities
Exchange South Africa of the shares in Gefco
1. Introduction
Shareholders are advised that the directors of the Company have resolved,
subject to the condition precedent referred to in paragraph 5 below, to seek
the voluntary delisting of the shares in the Company on the JSE Securities
Exchange South Africa ("the delisting").
2. Historic and business perspective of Gefco
Gefco, through its subsidiary companies, principally conducted mining
operations for the exploitation of asbestos in the Northern Cape and
Northern Provinces of South Africa. All asbestos mining operations were
discontinued by the end of March 1997. Since such time, all efforts relating
to these activities have been focussed on the disposal of redundant assets
and the compulsory rehabilitation of defunct mining areas. In this regard,
virtually the entire rehabilitation work at the defunct asbestos mines has
now been completed and applications for closure certificates in terms of
Government legislation are being submitted.
As a consequence of the discontinuation of its asbestos mining operations,
the Company's remaining business assets comprise of two small ash/cement
brickyard operations known as `Altocrete' situated in the Vaal Triangle
region of South Africa as well as an office complex and freehold land
situated in Kuruman, South Africa. Notwithstanding its loss making
situation, the operations of the ash/cement business will continue, pending
finalisation of the legal action instituted by the Company against the
vendor of such businesses for breach of a restraint of trade agreement in
favour of the Company.
3. Reasons for the delisting
Shareholders will recall that Gefco last paid a dividend on 12 March 1999 in
respect of the financial year ended 31 December 1998. Since such time, all
available cash has been retained principally to make provision for potential
damages claims emanating from asbestosis litigation in which it was foreseen
that the Company could become involved and to carry out rehabilitation of
the defunct mining operations referred to in paragraph 2 above. Furthermore,
as reported in the Company's recent annual financial statements, since
closure of the Company's asbestos mining operations, the Company has been
operating in a curtailed manner, with profits being derived in the main from
interest earned on funds on deposit, after taking account of losses
sustained at the ash/cement brickworks and administrative expenses
associated with the discontinued asbestos operations. Such scenario, coupled
with the substantial costs associated with maintaining a listing on the JSE
Securities Exchange South Africa ("JSE"), Gefco's historic low share trading
volumes and absence of any meaningful corporate activity, render the
continued listing of the shares in Gefco on the JSE inappropriate and
unwarranted. After much deliberation and as a consequence of the bleak
outlook for the Company, the directors of Gefco, including its non-executive
director, have unanimously resolved to propose that shareholders approve an
ordinary resolution to voluntarily terminate the listing of the shares in
Gefco on the JSE. The delisting will enable the directors to eliminate all
unnecessary direct and indirect costs associated with a JSE listing whilst
at the same time allowing the directors to continue with the process of
concluding the remaining business of the Company and all litigation matters,
in an orderly manner, prior to the Company being placed into voluntary
liquidation.
The necessary resolution to this effect will be proposed at the general
meeting referred to in paragraph 7 below. Subject to its coming into effect,
the listing of the shares in the Company will be terminated on the JSE with
effect from the commencement of trading on the JSE on Monday, 18 March 2002.
4. Post delisting
Shareholders should note that the delisting will in no way effect the
Company's existing share capital structure and their rights as shareholders.
Furthermore, the Company will remain a juristic person subject to all of the
usual requirements and obligations imposed by the Companies Act. The
directors will continue in their endeavours to bring satisfactory closure to
the mining dumps rehabilitation, the ash/cement business litigation and
certain abestosis litigation involving the Company and will continue with
their attempts to realise to best advantage, and in an orderly manner, the
remaining assets of Gefco. Subject thereto, and at the appropriate time, it
is intended that the Company be voluntarily wound up and any remaining
monies distributed to shareholders. Notwithstanding this intention, the
complexity and uncertain outcome of the various legal matters referred to,
as well as the time that it may take to dispose of the remaining assets,
render the directors unable to provide any guarantees or assurances
regarding any possible future liquidation dividend. Shareholders will,
however, be kept fully appraised of developments and progress in this regard
and a directors resolution to this effect has been passed and minuted.
The Company is in the process of facilitating an `over the counter market'
("OTC") whereby, should shareholders so wish, they may trade in the shares
of the Company. Unlike STRATE, trades in the OTC are settled physically in
certificated form. For this purpose, on the date of delisting, STRATE will
inform the respective Central Securities Depositary Participant ("CSDP") and
brokers that the shares of the Company have been delisted and are
accordingly required to be rematerialised. Thereafter, at the request of
CSDP's and brokers, the transfer secretaries will ensure that share
certificates in respect of rematted shares are posted to relevant
shareholders.
Post delisting, shareholders wishing to avail themselves of the OTC may
contact Mr Piet van Zyl of Gefco on (011) 339-5458 or Mr Piet Meyer of
Mercantile Registrars Limited on (011) 370-5312 for further information and
assistance.
5. Condition precedent to the delisting
The delisting is conditional upon the approval of shareholders being
obtained at the general meeting referred to in paragraph 7 below.
6. JSE listing
Subject to shareholder approval being obtained for the delisting, the JSE
has agreed to the listing of the shares of the Company on the JSE:
6.1 being suspended with effect from the commencement of trading on the JSE
on Monday, 11 March 2002;
6.2 being terminated with effect from the commencement of trading on the JSE
on Monday, 18 March 2002.
7. General meeting
A general meeting of the Company's shareholders ("the general meeting") will
be held at 10:00 on Wednesday, 27 February 2002 in the Auditorium, Ground
Floor, Everite House, 20 De Korte Street, Braamfontein, Johannesburg to
consider and, if deemed fit, to pass the ordinary resolution necessary for
the delisting.
8. Important times and dates
As at the date of this announcement, the following important times and dates
are indicative and are subject to change. Notice of any such change will be
advised in the press.
2002
Last day to lodge form of proxy for the
general meeting, by 10:00 on Monday, 25 February
General meeting held at 10:00 on Wednesday, 27 February
Announcement giving outcome of general
meeting and confirming the last day to trade
in the shares of Gefco on the JSE, expected
to be announced over the Stock Exchange
News Service and to be published
in the press on Thursday, 28 February
Last date on which documents of title to
shares in Gefco may be lodged for purposes of
dematerialisation on Friday, 1 March
Expected last day to trade in shares of Gefco,
on the JSE, prior to suspension on Friday, 8 March
Expected date on which listing of shares
in Gefco on the JSE suspended, from the
commencement of trade on Monday, 11 March
Expected date on which listing of shares
in Gefco on the JSE terminated, from the
commencement of trade on Monday, 18 March
9. Circular
A circular to shareholders providing full information on the proposed
delisting and containing notice of the general meeting is currently being
prepared and, subject to the approval of the JSE, will be posted to
shareholders on or about 12 February 2002.
Johannesburg
6 February 2002
Corporate adviser and sponsor
PRICEWATERHOUSECOOPERS
Legal adviser
DENEYS REITZ
ATTORNEYS
