| Tue 18 Jun 2002, 0:00 | | Autoquip Group Limited - Results Of The General An |
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Autoquip Group Limited - Results of the General and Scheme Meetings
AUTOQUIP GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/002838/06)
Share code : ATQ
ISIN code : ZAE000000634
("Autoquip" or "the company")
Proposed scheme of arrangement in terms of Section 311 of the Companies Act
No 61 of 1973 (as amended) ("the Act"), proposed by Sabvest Investments
(Proprietary) Limited, Bridgestone Firestone SA Holdings (Proprietary)
Limited, Bruce d`Arcy Coquelle (including his associates as defined in the
scheme) and Carl Rogers ("the Consortium") between Autoquip and its members
other than the Consortium ("the scheme")
RESULTS OF THE GENERAL AND SCHEME MEETINGS
1. INTRODUCTION
At the general meeting of members of Autoquip, held on Friday, 14 June 2002
members unanimously passed special resolutions to:
- amend the company`s Articles of Association to authorise the company or a
subsidiary of the company to repurchase shares issued by the company; and
- authorise the company, in terms of section 85 of the Act, to purchase,
with effect from the date upon which the proposed scheme of arrangement in
terms of section 311 of the Act becomes operative, the 1 810 658 issued
ordinary shares in the capital of the company owned by members other than
the consortium for a cash consideration of 120 cents per share (" the scheme
consideration").
At the scheme meeting of members of Autoquip, other than the consortium,
also held on Friday, 14 June 2002, the scheme was unanimously approved.
Subject to the fulfilment of the remaining conditions precedent as set out
below:
- the last day to trade in Autoquip shares on the JSE Securities Exchange
South Africa ("the JSE") will be Friday, 28 June 2002;
- trading in Autoquip shares on the JSE will be suspended from the
commencement of business on Monday, 1 July 2002;
- the record date will be Friday, 5 July 2002;
- the operative date will be Monday, 8 July 2002; and
- the listing of Autoquip shares on the JSE will be terminated from the
commencement of business on Tuesday, 9 July 2002.
Autoquip will, on the operative date, purchase all the Autoquip shares of
the members, other than the consortium, who are recorded in the register of
members on the record date for the scheme consideration.
Shareholders are reminded that no dematerialisation or rematerialisation
orders will be processed after Friday, 28 June 2002.
2. REMAINING CONDITIONS PRECEDENT
Implementation of the scheme is still subject to the following conditions
precedent:
- the Registrar of Companies registering the special resolutions;
- 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 being
registered by the Registrar of Companies.
3. COURT SANCTION
The Court hearing to sanction the scheme is scheduled for 10:00, or so soon
thereafter as Counsel may be heard, on Tuesday, 25 June 2002 at the High
Court Building, von Brandis Square, corner Pritchard and von Brandis
Streets, Johannesburg.
4. ACTION REQUIRED
Should the remaining conditions precedent be fulfilled, the scheme will
become operative on Monday, 8 July 2002 ("the operative date") and members,
other than the consortium, who hold their shares in certificated form will
be required to surrender their documents of title in order to receive the
scheme consideration. A form of surrender was included in the circular
posted to members on 21 May 2002 for this purpose and a further surrender
circular will be posted to members once the remaining conditions precedent
are fulfilled.
If the scheme becomes operative, the scheme consideration will be posted to,
or, where arrangements have been made, deposited in the bank accounts of
members who either hold their shares in dematerialised form, or who have
surrendered their documents of title before the operative date, on the
operative date. The scheme consideration will be posted to those members who
hold their shares in certificated form and who surrender their documents of
title on or after the operative date, within five business days of receipt
of their documents of title by the transfer secretaries, Computershare
Investor Services Limited.
Any changes to the above dates will be published in the press.
JOHANNESBURG
18 JUNE 2002
Corporate advisor and sponsor Legal advisors Independent advisor to
the minority
shareholders of
Autoquip
Sasfin Bank Limited Webber Wentzel Bowens Deloitte & Touche
Corporate Finance
Date: 18/06/2002 01:29:06 PM Produced by the SENS Department
