| Tue 19 Mar 2002, 0:00 | | Micrologix - Results Of General Meeting |
|
MICROLOGIX LIMITED
(To be renamed Spectrum Shipping Limited)
JSE Share code: SUM
ISIN code : ZAE000037446
(Incorporated in the Republic of South Africa)
(Registration number 1998/018118/06)
JSE Share code: MRX ISIN: ZAE000016911
("Micrologix" or "the company")
RESULTS OF GENERAL MEETING: PROPOSED ACQUISITION OF THE BUSINESS CONDUCTED
BY SPECTRUM SHIPPING COMPANY (PROPRIETARY) LIMITED ("the vendor")
1. Introduction
The board of directors of the company wishes to advise shareholders that
all the resolutions proposed at the general meeting of the shareholders of
the company held on Tuesday, 19 March 2002 were approved by the requisite
majority of shareholders and have, where necessary, been lodged with the
Registrar of Companies for registration.
The acquisition by the company of the business conducted by the vendor is
therefore unconditional.
2. Listing on the JSE Securities Exchange South Africa ("the JSE") and
salient dates
The listing of Spectrum Shipping Limited ("Spectrum Shipping") on the JSE
will commence from the commencement of trading on Thursday, 28 March 2002,
from which date the consideration shares issued in terms of the acquisition
will be listed and the change of name of the company will become effective.
In addition, the attention of shareholders is drawn to the following
salient dates:
2002
Last day to trade in existing Micrologix
ordinary shares Wednesday, 27 March
Listing of the consideration shares to
be issued in respect of the acquisition
from the commencement of trading Thursday, 28 March
Dematerialised shareholders' custody
accounts amended to reflect the change
of name of the company Monday, 8 April
Replacement share certificates reflecting the
change of name of the company posted to
certificated shareholders who have surrendered
their documents of title on or before the record
date (5 April 2002) (or failing such surrender,
within five business days of surrender) Monday, 8 April
Transfer of the listing of Spectrum Shipping from
the VCM to the DCM Monday, 8 April
The attention of certificated shareholders is drawn to the fact that,
notwithstanding that the company is now settling trades through the STRATE
settlement system, such shareholders will receive a share certificate
reflecting the change of name of the company and will be required to
dematerialise such share certificates in order to trade their shares on the
JSE. The dematerialisation process can take between 24 hours and 10 days,
depending on the volumes being processed by STRATE at the time of
dematerialisation.
3. Surrender of share certificates
3.1 Certificated shareholders in the company who have not already done so
are requested to surrender their share certificates in order to receive new
share certificates reflecting the change of name of the company.
3.2 A surrender circular incorporating a form of surrender will be
despatched to the relevant shareholders today. The form of surrender must
be completed by all certificated shareholders and returned, together with
relevant share certificate/s and/or other document/s of title, to Mercantile
Registrars Limited, Exchanges Department, 7th Floor, 11 Diagonal Street,
Johannesburg 2001 (PO Box 1053, Johannesburg 2000). The transfer
secretaries will, within five business days of the receipt of the duly
signed form of surrender and the share certificate/s which must accompany
it, send a share certificate by registered post to the address of the
shareholder concerned as shown in the company's register of shareholders, or
to any other address as instructed in writing. This does not apply to
dematerialised shareholders who will have their electronic record of
holdings automatically updated by their CSDP or broker.
3.3 In terms of the Exchange Control Regulations of the Republic of South
Africa, documents of title to be issued to:
3.3.1 non-resident or emigrant shareholders will be restrictively endorsed
in terms of those regulations;
3.3.2 emigrant shareholders will be placed under the control of the
authorised bank dealing in foreign exchange in the Republic of South Africa
nominated by that shareholder. It follows, therefore, that the authorised
dealer releasing blocked shares must countersign the form of surrender,
thereby indicating that the new share statements will be placed under their
control.
3.4 New share certificates will not be despatched to shareholders before
shareholders have surrendered their existing certificate/s in respect of the
shares held by them, provided that if any shareholder produces evidence to
the satisfaction of the company that the certificate in respect of any
shares has been lost or destroyed, the company may dispense with the
surrender of such certificate against the provision of an indemnity
acceptable to the company, the costs of which indemnity shall be borne by
the shareholder concerned. This does not apply to dematerialised
shareholders as their CSDP or broker will automatically handle this on their
behalf.
By order of the board
Johannesburg
20 March 2002
Corporate advisers
Radacast Capital
LFS
Lanark Financial Services (Proprietary) Limited
(Registration number 1999/021799/07)
Sponsor
LPC Manhattan Sponsors (Pty) Ltd
(Registration number 1999/024792/07)
Attorneys
Deneys Reitz Attorneys Inc.
Reg. No. 1984/003385/21
Transaction adviser
Marwick & Company inc.
(Reg No 1999/016183/21)
Auditors and reporting accountants
Compendium (Pretoria) Incorporated
(Registration number 2000/004461/21)
