Results Of The General Meeting Of Arcay Debentureh
Offer
Arcay Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1991/003944/06)
Share code: ARC ISIN code: ZAE000022406
Debenture code: ARCD ISIN code: ZAE000022398
("Arcay" or "the Company" or "Arcay Group")
RESULTS OF THE GENERAL MEETING OF ARCAY DEBENTUREHOLDERS AND OPENING OF
OFFER
Results of the general meeting
Further to the reconvened general meeting of Arcay debentureholders, held on
20 February 2002 ("the general meeting"), Arcay debentureholders are advised
that:
- special resolutions numbers 1 to 12 proposed at the general meeting were
rejected by the requisite majority of Arcay debentureholders; and
- ordinary resolutions number 13 and 14 proposed at the reconvened meeting
were passed by the requisite majority of Arcay debentureholders.
Accordingly, the debentureholders have:
- directed the trustee to enforce the provisions of the debenture trust
deed and claim the immediate repayment of R2. 49 per debenture;
- directed and authorised the trustee to require the Company to provide
such additional security which the trustee in its reasonable discretion
deems appropriate to rectify any diminished security and to, thereafter,
agree to the implementation of the matters set out in the special
resolutions.
New debenture conversion ratio table
The new debenture conversion ratio table included in the circular to Arcay
debentureholders, dated 02 November 2001, will not come into effect as this
was subject to the passing of the relevant resolutions sanctioning the
increases in capital and issues of shares by the Company. This issue will
also be dealt with in the negotiations between the trustee and the Company
as contemplated below.
Opening of the offer
Further to the announcement dated 04 February 2002, the unconditional early
redemption offer and scrip offer opened with effect from 21 February 2002.
Debentureholders to exercise caution regarding accepting the unconditional
early redemption offer or selling their debentures
In view of the Company's statement that it disputes any liability to
immediately repay the Arcay debentures and that it will refer such issue to
arbitration, both the trustee and the Company consider it to be in the
interests of the debentureholders to first ascertain whether it is possible
to avoid the necessity for such arbitration. The trustee and the Company
accordingly intend to enter into negotiations which, if successful, will
place the debentureholders in a more favourable position than the
unconditional early redemption offer of R1. 65 as it is contained in the
circular to debentureholders dated 02 November 2001. Arcay debentureholders
should therefore exercise caution when dealing with their Arcay debentures.
An announcement in this regard will be made as soon as possible in the press
but in any event by not later than 08 March 2002.
By order of the Board
Arcay Client Support (Pty) Ltd
(Reg No 1998/025284/07)
Company Secretary
Parktown
22 February 2002
Sponsor Trustee for debentureholders
KPMG Edward Nathan
Corporate advisor Attorneys
Whistler Lambda Cliffe Dekker
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