| Wed 27 Mar 2002, 0:00 | | Marlin Corporation Limited: Results Of General And |
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Marlin Corporation Limited
(Incorporated in the Republic of South Africa)
(Registration number 1987/000717/06)
Share code: MLN ISIN: ZAE000004511
("Marcorp")
Marlin Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1984/000634/06)
Share code: MNH ISIN: ZAE000012340
("Marhold")
Results of general and scheme meetings and remaining conditions precedent
1. Introduction
Marcorp and Marhold shareholders are advised that, at each of the scheme
meetings held on Tuesday, 26 March 2002, the schemes of arrangement in terms
of section 311 of the Companies Act, 1973 (Act 61 of 1973), as amended
("Companies Act") proposed by:
* Finstone SaRL ("Finstone") and Marcorp between Marcorp and its
shareholders, other than Finstone and Marhold ("Marcorp Scheme Members");
and
* Finstone between Marhold and its shareholders, other than Finstone
("Marhold Scheme Members"),
(hereafter referred to as the "Marcorp Scheme" and "Marhold Scheme"
respectively, and collectively as the "Schemes"), were approved without
modification by the requisite majorities of Marcorp Scheme Members and
Marhold Scheme Members present and voting in person or by proxy at such
scheme meetings.
Shareholders are further advised that, at the general meeting held on
Tuesday, 26 March 2002 ("General Meeting"), the resolution to effect the
specific share repurchase forming part of the Marcorp Scheme in terms of
section 85 of the Companies Act was approved without modification by the
requisite majority of Marcorp shareholders present and voting in person or
by proxy.
2. Remaining conditions precedent and further announcement
Each of the Schemes remains subject to fulfilment of the following
conditions precedent:
* the High Court of South Africa (Witwatersrand Local Division) ("the
Court") sanctioning the scheme; and
* a certified copy of the Order of Court sanctioning the scheme, and, in the
case of the Marcorp Scheme, the special resolution approved at the General
Meeting being lodged with and registered by the Registrar of Companies in
terms of the Companies Act.
A further announcement will only be published in the event that the
remaining conditions precedent are not fulfilled prior to Friday, 5 April
2002.
3. Salient dates
Application will be made to the Court (High Court Witwatersrand Local
Division) for sanction of the Schemes at 10:00 or as soon thereafter as
Counsel may be heard on Tuesday, 2 April 2002.
Subject to fulfilment of the remaining conditions precedent as detailed
above:
* the last date to trade in order to be recorded on the register on the
record date will be Friday, 5 April 2002;
* the listings of Marcorp and Marhold on the JSE Securities Exchange South
Africa ("JSE") will be suspended from the commencement of trade on the JSE
on Monday, 8 April 2002;
* the record date to participate in the Scheme will be Friday, 12 April
2002;
* the listings of Marcorp and Marhold will terminate from the commencement
of trade on the JSE on Tuesday, 16 April 2002;
* the Schemes will become operative on Monday, 15 April 2002 ("Operative
Date"); and
* the Scheme Considerations, being 45 cents for every Marcorp ordinary share
("Marcorp Share") and 23,5 cents for every Marhold ordinary share ("Marhold
Share"), will be paid on the Operative Date to all shareholders in Marcorp
or Marhold registered as such at the close of business on Friday, 12 April
2002 ("Scheme Participants"), as more fully set out below.
4. Surrender of documents of title and settlement of Scheme consideration
In order to receive the Scheme Considerations, Scheme Participants whose
Marcorp or Marhold Shares have not been dematerialised ("Certificated Scheme
Participants") must surrender their share certificates or other documents of
title in respect of Marcorp and Marhold Shares ("Documents of Title"), to
Marcorp and Marhold's transfer secretaries, Mercantile Registrars Limited. A
form of surrender for the purpose of enabling Certificated Scheme
Participants to surrender Documents of Title is included in the circulars
sent to Marcorp and Marhold shareholders on Monday, 4 March 2002. To further
assist Certificated Scheme Participants, a copy of this announcement
together with further forms of surrender will be mailed to shareholders on
or about Friday, 5 April 2002.
Scheme Participants whose Marcorp or Marhold Shares have been dematerialised
("Dematerialised Scheme Participants") will have their holdings transferred
and the Scheme Considerations credited to them in terms of the custody
agreement entered into between the Dematerialised Scheme Participants and
their Central Securities Depository Participants ("CSDP's"). Dematerialised
Scheme Participants should communicate with their CSDP's if they have any
questions in this regard.
No dematerialisation of Marcorp or Marhold shares will take place from
Wednesday, 27 April 2002.
Johannesburg
27 March 2002
Investment bank
Nedcor Investment Bank
Legal advisors
Webber Wentzel Bowens
Sponsor
LPC Manhattan Sponsors (Pty) Ltd
(Registration number 1999/024792/07)
