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COMPAREX HOLDINGS LIMITED: Statement to shareholders by six non-executive
directors
COMPAREX HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1994/002506/06)
JSE share code: CPX ISIN: ZAE000016812
("Comparex", "the company" or "the Group")
Statement to shareholders by six non-executive directors
1. Introduction
The non-executive directors of Comparex whose names are set out below
(the "incumbent directors") make the following statement to shareholders
concerning the Cautionary Announcement dated 19 June 2002 made by the
company:
RKJ Chambers (Chairman)
DC Arnold
WAM Clewlow
DH Erasmus
DW Henwood
HO Hetz
2. Statement by the incumbent directors
We support the principle of sound corporate governance and encourage
dialogue with institutional investors based on constructive engagement and
the mutual understanding of objectives.
We have satisfied ourselves that Allan Gray Limited, Investec Asset
Management and Sanlam Investment Management (collectively "the concert
parties") between themselves and together with another shareholder which has
undertaken not to oppose the proposed resolutions at the general meeting,
have sufficient votes to give effect to the removal of RKJ Chambers, DC
Arnold, DH Erasmus, DW Henwood and HO Hetz as directors of the company and
to the appointment of their nominee directors.
We have refused the concert parties` request to co-opt their nominees to
the board of Comparex, as we believe that the reconstituted board will not
be sufficiently independent to meet the Code of Corporate Governance and
Conduct set out in the King report on Corporate Governance for South Africa
2002.
We have established that the concert parties together own more than 35%
of the shares in the company and are acting in concert with a view to
achieving control of the company`s board. The concert parties have also made
it clear that it is their intention to change the strategy of the company
upon obtaining control. We believe that the concert parties are morally as
well as legally obliged to make an offer to minority shareholders. We have
accordingly referred the matter to the Securities Regulation Panel.
The board has recently undertaken a comprehensive review of the Group`s
strategy. The board obtained independent and expert advice and considered
suggestions from concert party representatives. At a meeting that was held
on 30 May 2002, the board unanimously approved the Group`s revised strategy.
We do not believe that a prolonged and public disagreement between the
concert parties and ourselves will serve the best interests of the company
and its stakeholders and accordingly we will take whatever action we deem to
be in the interests of the company.
Midrand
19 June 2002
Date: 20/06/2002 09:01:00 AM Produced by the SENS Department
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