| Tue 25 Jun 2002, 0:00 | | Natural Health Holdings Limited - Results Of The S |
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NATURAL HEALTH HOLDINGS LIMITED - RESULTS OF THE SCHEME MEETING AND
SANCTIONING OF THE SCHEME
(Incorporated in the Republic of South Africa)
(Registration No 1998/007365/06)
Share code: NTL
ISIN code : ZAE 000022638
("NHH" or "the group")
NUTRI GLOBAL LIMITED
(incorporated in the Cayman Islands)
(Registration No 84050)
("Nutri Global")
RESULTS OF THE SCHEME MEETING AND SANCTIONING OF THE SCHEME OF ARRANGEMENT
BY THE HIGH COURT OF SOUTH AFRICA
1. RESULTS OF SCHEME MEETING
NHH shareholders are advised that at the scheme meeting held at 09:00 on 18
June 2002, NHH shareholders holding 97,9% of the vote exercisable by
shareholders, present and voting in person or by proxy, (which is in excess
of the requisite majority) approved, without modification, the scheme of
arrangement ("the scheme") in terms of section 311 of the Companies Act,
1973 (Act 61 of 197), as amended ("the Act") proposed by Nutri Global
between NHH and its shareholders in terms of which Nutri Global will acquire
all the issued shares in NHH`s capital other than those held by Cabot Janus
Private Equity 1 Limited ("Cabot Janus"), RSA Holdings Limited ("RSA
Holdings`), Trevor Neville Wall and The Trevor Wall Family Trust.
2.SANCTIONING OF THE SCHEME OF ARRANGEMENT
The Janus Corporation (Pty) Limited is authorised to announce that the
scheme was sanctioned by the High Court of South Africa (Transvaal
Provincial Division) on Tuesday, 25 June 2002.
On Wednesday, 26 June 2002 the Order of Court sanctioning the scheme was
lodged with the Registrar of Companies for registration.
Apart from the registration of the Order of Court, all other outstanding
conditions precedent relating to the scheme have been fulfilled.
3. SUSPENSION AND TERMINATION OF STOCK EXCHANGE LISTING
Shareholders are reminded that the listing of NHH shares on the JSE
Securities Exchange South Africa will be suspended from commencement of
trading on Monday, 8 July 2002, and be terminated with effect from
commencement of trading on Tuesday, 16 July 2002.
4. SCHEME CONSIDERATION AND SURRENDER OF NHH DOCUMENTS OF TITLE
In terms of the scheme, holders of NHH shares, other than Cabot Janus, RSA
Holdings, Trevor Neville Wall and The Trevor Wall Family Trust ("scheme
participants"), registered as such on Friday, 12 July 2002 ("the record
date") are entitled to receive 25 (twenty five) cents per NHH share held
("the scheme consideration").
The scheme consideration will, (subject to the fulfilment of the outstanding
condition precedent), be posted by ordinary post, at the risk of the scheme
participant concerned, to scheme participants by the transfer secretaries on
behalf of NHH, from Monday, 15 July 2002 ("the operative date") if the
participant`s form of surrender and transfer together with the relevant
documents of title (in negotiable form) have been received by the transfer
secretaries by at least two business days prior to the operative date, or if
a scheme participant`s form of surrender and transfer together with the
relevant documents of title (in negotiable form) are surrendered only after
two business days prior to the operative date, within 5 (five) business days
of receipt thereof by the transfer secretaries.
A form of surrender for documents of title was included in the circular
posted to NHH shareholders on 24 May 2002. A second form of surrender will,
together with this announcement, be posted to NHH shareholders on or about
27 June 2002 .
The scheme consideration will not be sent to scheme participants unless and
until documents of title in respect of the relevant NHH shares have been
surrendered to the transfer secretaries as set out above.
Shareholders who hold beneficial interests in dematerialised shares in NHH
will have their holdings withdrawn and the scheme consideration credited to
the accounts of their Central Securities Depository Participants ("CSDP") or
brokers on the operative date and such CSDP or broker will account to the
relevant beneficial shareholder in terms of the custody agreements entered
into between them.
Johannesburg
27 June 2002
Corporate adviser and transaction sponsor
The Janus Corporation (Pty) Limited
(Registration Number 1999/005755/07)
Sponsor
Rand Merchant Bank
A division of FirstRand Bank Limited
(Registration number 1929/001225/06)
Corporate law advisers and consultants to NHH
Edward Nathan & Friedland (Pty) Limited
(Registration number 1999/026464/07)
Independent advisors to NHH
Fisher Hoffman PKF (JHB) Inc
Registered accountants and auditors
(Registration number 1994/001166/21)
Date: 25/06/2002 04:12:00 PM Produced by the SENS Department
