| Thu 28 Feb 2002, 0:00 | | Msauli - Announcement Regarding The Outcome Of The |
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Msauli Asbes Beperk
(Incorporated in the Republic of South Africa)
(Registration number 1951/001937/06)
Share code: MSI
ISIN: ZAE000004719
("Msauli" or "the Company")
Announcement regarding the outcome of the general meeting of Msauli held in
regard to:
* the voluntary delisting of the shares of Msauli on the JSE Securities
Exchange, South Africa;
* the payment of a special dividend
1. Introduction
Further to the announcement of the Company published on 6 February 2002,
this announcement serves to update shareholders on the voluntary delisting
of the shares of the Company on the JSE Securities Exchange, South Africa
("the delisting") and the payment of a special dividend of 100 cents per
share ("the special dividend").
2. Outcome of general meeting
At the general meeting of the Company held at 10:30 on Wednesday, 27
February 2002 ("the general meeting"):
2.1 the ordinary resolution necessary to effect the delisting was duly
passed by the requisite majority; and
2.2 the ordinary resolution necessary to ratify and approve the actions
taken by the directors in declaring and paying the special dividend was
withdrawn.
Since issue of the circular, numerous press reports concerning the National
Union of Mineworkers ("NUM") opposition to the payment of the special
dividend have appeared, in which, NUM alleges that there are various ex-
employees of the Company who have health related claims against the Company.
Despite such allegations and as at the date of the general meeting, no
claims had actually been instituted against the Company. However, on
Tuesday, 26 February 2002, an application for an interdict was served on the
Company effectively seeking to restrain shareholders of the Company from
ratifying and approving the ordinary resolution necessary to effect payment
of the special dividend pending the institution of an action for damages
against the Company by two named and certain other ex-employees of the
Company.
Taking cognisance of the application for an interdict, the directors
resolved to withdraw the resolution dealing with the special dividend which
was to have been considered at the general meeting so as to afford the
opportunity to deal with the application for an interdict, on an opposed
basis, prior to the annual general meeting of the Company to be held on or
about May 2002. Depending on the outcome of this process, the ordinary
resolution necessary for the ratification and approval of the special
dividend will again be proposed for consideration at such annual general
meeting. Shareholders will be kept fully informed of progress in this
regard.
3. JSE listing
As all conditions precedent to the delisting have been fulfilled, the
listing of the shares of the Company on the JSE will be:
3.1 suspended with effect from the commencement of trading on the JSE on
Monday, 11 March 2002;
3.2 terminated with effect from the commencement of trading on the JSE on
Monday, 18 March 2002.
4. Post delisting
Shareholders are reminded that 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's ("CSDP's") 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 arising from
rematted shares are posted to relevant shareholders.
Post delisting, shareholders wishing to avail themselves of the OTC may
contact Mr Piet van Zyl of Msauli on (011) 339-5458 or
Mr Piet Meyer of Mercantile Registrars Limited ("transfer secretaries") on
(011) 370-5312 for further information and assistance.
The company is involved in discussions with the JSE about the proposed
delisting and shareholders will be advised of the outcome in due course.
Johannesburg
28 February 2002
Corporate adviser and sponsor
PricewaterhouseCoopers
Corporate Finance (Pty) Ltd
(Registration number 1970/003711/07
Reporting accountants
PricewaterhouseCoopers Inc
Chartered Accountants (SA)
Registered Accountants and Auditors
(Registration no 1998/012055/21)
Legal adviser
DENEYS REITZ ATTORNEYS
Deneys Reitz Inc.
1984/003385/21
