| Mon 15 Apr 2002, 0:00 | | Profurn - Announcement |
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PROFURN LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1968/015363/06)
Share code: PON
ISIN: ZAE000016481
("Profurn" or "the company")
RESULTS OF THE ADJOURNED GENERAL MEETING
NOTICE OF LAST DATE TO TRADE AND RECORD DATE OF RIGHTS OFFER
1. INTRODUCTION
1.1 It was announced on 11 March 2002 that Profurn would:
1.1.1 consolidate every 20 existing shares into one consolidated share
("the consolidation");
1.1.2 raise R600 million, before expenses, by way of a renounceable
rights offer of consolidated shares at the lower of 200 cents per
consolidated share or 10% below the 30-day volume weighted average price per
share on the finalisation date, being 10 trading days prior to the record
date for the rights offer ("the rights offer");
1.1.3 on 12 March 2002 despatch a circular incorporating a notice
convening a general meeting to be held on Wednesday, 3 April 2002 to pass
the resolutions necessary for the consolidation and to restructure its share
capital prior to undertaking the rights offer.
1.2 It was announced on 3 April 2002 that the business of the general
meeting in 1.1.3 had been adjourned to Monday, 15 April 2002 as discussion
were taking place regarding the rights offer ("the adjourned general
meeting").
1.3 It was announced on 12 April 2002 that the rights offer subscription
price in 1.1.2 had been increased to 14 cents per share (280 cents per
consolidated share) with the result that the rights offer will consist of
214 201 320 consolidated shares at 280 cents per consolidated share which
will be offered to shareholders in the ratio of 372 consolidated shares for
every 100 consolidated shares held on the record date set out in 4 below.
2. RESULTS OF THE ADJOURNED GENERAL MEETING
At the adjourned general meeting, all of the resolutions proposed
thereat were approved by the requisite majority of shareholders, and,
where applicable, have been lodged for registration by the Registrar
of Companies in South Africa. The resolutions were necessary for,
inter alia:
2.1 the consolidation;
2.2 the conversion of Profurn's shares of no par value into shares with a
par value of 0,01 cent before the consolidation (0,2 cent after the
consolidation);
2.3 the increase in Profurn's authorised share capital to 1 000 000 000
consolidated shares of 0,2 cent each by the creation of 942 419 000
consolidated shares; and
2.4 the waiver of a mandatory offer to shareholders required in terms of
the Securities Regulation Panel should the rights offer result in a change
of control of Profurn.
3. SURRENDER OF SHARE CERTIFICATES BY CERTIFICATED SHAREHOLDERS
3.1 Following the approval and implementation of the consolidation, it is
necessary to recall all existing share certificates from certificated
shareholders in order to replace them with certificates reflecting the
consolidation.
3.2 Certificated shareholders who have not already done so should surrender
their share certificates under cover of the form of surrender included wit
the circular dated 12 March 2002 and which should be returned to the
transfer secretaries, Mercantile Registrars Limited, Exchanges Department,
7th Floor, 11 Diagonal Street, Johannesburg 2001 (P O Box 1053, Johannesbu
2000). Additional copies of the form of surrender may be requested from t
transfer secretaries who can be contacted on (011) 370-5123 or (011) 370-
5630.
4. NOTICE OF RECORD DATE AND LAST DATE TO TRADE FOR THE CONSOLIDATION AND
THE RIGHTS OFFER
2002
Last day to trade on the JSE for purposes
of determining shareholders of Profurn Thursday,
entitled to participate in the 25 April
consolidation on
Trading in consolidated shares commences Friday,
on 26 April
Record date for purposes of determining
the shareholders of Profurn entitled to Friday,
participate in the consolidation on 3 May
In respect of certificated shareholders, Monday,
if existing share certificates are 6 May
surrendered together with forms of
surrender on or before the close of
business on Friday, 3 May 2002, new share
certificates will be posted at the risk of
shareholders (or failing such surrender
within 5 business days of surrender) on
In respect of dematerialised shareholders, Monday,
Central Securities Depository Participant 6 May
("CSDP") or broker safe custody accounts
updated for the consolidation and
statements issued to holders on
Last day to trade on the JSE for purposes Tuesday,
of determining shareholders of Profurn 7 May
entitled to participate in the rights
offer on
Ordinary shares trade ex-rights offer on Wednesday,
8 May
Listing of and dealing in the letters of Wednesday,
allocation commences on 8 May
Record date for purposes of determining Tuesday,
the shareholders of Profurn entitled to 14 May
participate in the rights offer on
Note:
No dematerialisation or rematerialisation of the company's shares may
take place on STRATE between Friday, 19 April 2002 and Tuesday,
14 May 2002, both days inclusive.
Shareholders of Profurn recorded on the share register in South Africa
are reminded that the JSE recently introduced the STRATE share
settlement system for all share transactions and other JSE-related
share actions concluded on the JSE. STRATE, which, inter alia,
involves the dematerialisation of share certificates and/or other
documents of title in favour of electronic record, has already been
implemented by Profurn.
5. RIGHTS OFFER CIRCULAR
A circular providing further details relating to the rights offer and
incorporating listing particulars and a renounceable (nil paid) letter
of allocation will, subject to the necessary regulatory approvals, be
posted to shareholders on or about Wednesday, 15 May 2002.
Johannesburg
15 April 2002
Sponsor
GRANT THORNTON KESSEL FEINSTEIN CORPORATE SPONSORS (PTY) LTD
(Registration number 2000/003541/07)
