Comparex Holdings Limited: Cautionary Announcement
Comparex Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1994/002506/06)
JSE share code: CPX ISIN: ZAE000016812
("Comparex" or "the company")
CAUTIONARY ANNOUNCEMENT
On 13 June 2002, Mr RKJ Chambers, chairman of Comparex,
received a letter from Investec Bank Limited, acting on behalf of
Allan Gray Limited ("Allan Gray"), Investec Asset Management and
Sanlam Investment Management (collectively "the concert parties"),
in which it was demanded that the following nominee directors be
co-opted onto the board and that the following
non-executive directors resign:
Nominee directors to be appointed Non-executive directors to
to the board of Comparex resign from the board of Comparex
("nominee directors") ("incumbent directors")
RS Berkowitz RKJ Chambers (Chairman)
DE Jowell DC Arnold
L Lambrechts WAM Clewlow
DM Nurek DH Erasmus
F van der Merwe DW Henwood
HO Hetz
On 18 June 2002, the company received a requisition, in terms of
section 181 of the Companies Act of 1973 (Act 61 of 1973), as amended
("the Act"), incorporating a special notice, in terms of section 220
of the Act. This requisition and notice requires the calling of a general
meeting to remove all of the incumbent directors, excluding
Mr WAM Clewlow, from the board and to appoint the nominee directors.
Should the proposed resolutions be passed at the general meeting,
the concert parties` nominees, together with an existing nominee
director, Mr WJC Mitchell who is a director of Allan Gray, will
constitute 50% of the members on the board.
Within the next 14 days, the company will be issuing a circular to
shareholders containing the requisition and a notice of general meeting
to be held within 35 days from the date of issuance of the circular.
Accordingly, shareholders are advised to exercise caution in the
dealing of their shares until the circular has been issued.
Midrand
19 June 2002
Financial adviser
ING Investment Banking
Sponsor
Rand Merchant Bank
A Division of FirstRand Bank Limited
Corporate Finance
Date: 19/06/2002 05:15:00 PM Produced by the SENS Department
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