ACUITY GROUP HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/011074/06)
Share code ACY ISIN ZAE000018149
("Acuity" or "the company")
CHANGE OF CONTROL AND OF DIRECTORS, DIRECTORS' DEALINGS
AND WITHDRAWAL OF CAUTIONARY
CHANGE OF CONTROL
Further to the cautionary announcement dated 7 March 2002,
LPC Manhattan Sponsors (Pty) Ltd is authorised to announce
that agreement has been reached ("the agreement") whereby
Gandalf Trust has acquired 70 000 001 ordinary shares of 1
cent each in the capital of Acuity for a price of R700.00,
equal to a price of 0.001 cents per share from Mercantile
Lisbon Bank Holdings Limited, The Income Trust, J Bolt and
JM Watermeyer. This represents 64.63 per cent of the
company's issued share capital and is thus an affected
transaction.
Following the company's severe financial problems, the
controlling shareholders considered it to be in the best
interests of the company to negotiate a change in control
to ensure the survival of Acuity. The new controlling
shareholder is currently engaged in assessing the
company's position with a view to the preservation of as
much value as possible. In certain instances it may be
necessary to seek Section 311 compromise agreements with
creditors while, in other instances, alternative action
might be more appropriate.
CHANGES TO THE BOARD OF DIRECTORS
Messrs KJ Gribnitz, JP Nel and PE du Preez and Ms M Botha
have been appointed to the board of directors with
immediate effect. The whole of the existing board of
directors consisting of Messrs ER Schwartz*, J Bolt, EM
Mafuna, and H Rostowsky (*USA) have tendered their
resignation.
OFFER TO MINORITIES
In terms of Rule 34 of the Securities Regulation Code on
Takeovers and Mergers, the Securities Regulation Panel has
ruled that an offer need not be made to minority
shareholders on the grounds of de minimus.
SALE OF SHARES BY DIRECTORS
In terms of the agreement, Mr E Schwartz sold 22 222 223
shares held indirectly and Mr J Bolt sold 13 333 334
shares held directly at 0.001 cents per share on 15 March
2002.
WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
The cautionary announcement dated 7 March 2002 is
accordingly withdrawn. Shareholders will be kept informed
of further developments.
SANDTON
18 March 2002
Corporate adviser Sponsor
Gandalf Trust LPC Manhattan
Sponsors
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