| Fri 8 Feb 2002, 0:00 | | Dunlop Africa Limited - Results Of General Meeting |
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Dunlop Africa Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1939/012141/06)
ISIN: ZAE000029542
Ordinary Share Code : DNL
Preference Share Code: DNLP
("Dunlop" or "the Company")
Ethos Private Equity Limited
(Incorporated in the Republic of South Africa)
(Registration number 1985/003363/06)
RESULTS OF GENERAL MEETING
HSBC Investment Services (Africa) (Pty) Limited is authorised to announce
that, at the general meeting of Dunlop ordinary and preference shareholders
(collectively, "shareholders") held on Friday, 8 February 2002, the ordinary
and special resolutions proposed thereat were approved by shareholders
present in person or by proxy. Ordinary resolution number 2 was approved by
shareholders representing a majority of 93.92% of the votes eligible to be
cast at the meeting in respect of that resolution. All other resolutions
were approved by shareholders representing a majority of 97.82% of the votes
eligible to be cast at the meeting. The shareholders approved the ordinary
and special resolutions relating to, inter alia, the following:
the disposal by Dunlop of its business and/or of its subsidiaries or all the
shares in and shareholders' claims against such subsidiaries held by the
company to Dunlop Africa Holdings (Proprietary) Limited or its nominee/s for
an aggregate purchase price of R544 million in terms of section 228 of the
Companies Act, 1973 (Act 61 of 1973), as amended;
the liquidation of the company by way of members' voluntary winding-up;
the payment of an ordinary share liquidation dividend and a preference share
liquidation dividend to ordinary and preference shareholders; and
the suspension of Dunlop's listing from the commencement of trade on Monday,
18 February 2002 and its termination from the commencement of trade on
Monday, 25 February 2002.
The special resolutions passed at the general meeting have been lodged with
the Registrar of Companies for registration, but will not be registered
until all suspensive conditions to which the transaction is subject have
been fulfilled. If such conditions are fulfilled prior to Friday, 15
February 2002, an ordinary share liquidation dividend of R4,00 per ordinary
share will be paid on Monday, 25 February 2002 to ordinary shareholders
recorded in the share register of the company on Friday, 22 February 2002
("record date"), and a preference share liquidation dividend of R2,52
inclusive of preference dividends accrued to Monday, 25 February 2002 will
be paid to preference shareholders recorded in the share register of the
company on the record date.
If the suspensive conditions to which the transaction is subject are not
fulfilled prior to Friday, 15 February 2002, Dunlop Africa Holdings
(Proprietary) Limited has agreed to increase the purchase price payable by
it to Dunlop by an amount which will result in the liquidation dividend
payable in respect of the preference shares increasing by 0.033 cent per
preference share per day (representing the daily dividend accruing on a
preference share) and the liquidation dividend payable in respect of the
ordinary shares increasing by 0.15 cent per ordinary share per day from
Tuesday, 26 February 2002 to date of payment. If the suspensive conditions
to which the transaction is subject are not fulfilled prior to Friday, 15
February 2002, a revised press announcement setting out amended dates will
be published once the last-outstanding condition has been fulfilled.
Durban
11 February 2002
Sponsor and Corporate Advisor
HSBC Investment Services (Africa) (Pty) Limited
Attorneys to the Consortium
Webber Wentzel Bowens
Merchant bank to the Consortium Attorneys to Dunlop
Rand Merchant Bank Deneys Reitz
Reporting accountants and auditors to Dunlop
Deloitte & Touche
File name: Sens cover page xx.doc
NOTE-
DESCRIPTION-
SENS Announcement Cover Page
Submitting Company Details
Submit HSBC Submitter Thato Morojele
ting Contact
Compan Person
y
Story Details
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ent Approval
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LID Name of CFO Paris A.
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y hh:mm)
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Announcement Company Details
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Dunlop Africa Limited DNL Alan Baxter
Sponsorship Details
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r Name Contact
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