JOHNNIC HOLDINGS LIMITED
(Incorporated in South Africa)
Registration number: 1889/000429/06
Share code: JNC
ISN Code : ZAE000024352
JOHNNIC AND TRANSNET CONCLUDE A VOTING POOL AGREEMENT
Johnnic Holdings Limited ("Johnnic"), South Africa's leading integrated
telecommunications, media and entertainment black empowerment group,
together with Transnet Limited ("Transnet"), announced the conclusion of a
voting pool agreement in respect of their interests in telecommunications
operator, M-Cell Limited ("M-Cell").
This follows the announcement in January 2002, by the Minister of Public
Enterprises, Jeff Radebe, of the sale of Transnet's 20 % stake in M-Cell to
Ice Finance BV. In terms of that transaction, Transnet retained all voting
rights attaching to the M-Cell shares held by Ice Finance BV (including the
right to nominate directors to the M-Cell board), during the eighteen-month
period of the deal, as well as the right to consent to the sale by Ice
Finance BV of the M-Cell shares to any third party.
In terms of the voting pool, Johnnic and Transnet will pool their votes in
respect of major transactions undertaken by M-Cell. Johnnic will continue
to control M-Cell and will be entitled to appoint the majority of the M-Cell
board. Each party will have pre-emptive rights over a substantial portion
of the other's shareholding in M-Cell (including the shareholding of Ice
Finance BV).
"The transaction strengthens Johnnic's existing control over M-Cell," says
Jacob Modise, Johnnic Chief Operating Officer.
"We will therefore continue to consolidate the results of M-Cell," adds
Modise.
"We were careful to ensure that the conclusion of the voting pool in no way
inhibits Transnet and Ice Finance BV's ability to sell their M-Cell shares,"
says Mafika Mkwanazi, Group CEO of Transnet.
"A purchaser of Transnet's interest in M-Cell will therefore, not be bound
to become a party to this agreement, although there may be significant
benefits to them to participating in it," concludes Mkwanazi.
ENDS
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