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Servest Holdings Limited - Supplementary announcement
Servest Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1986/000785/06)
Share code: SRV
ISIN: ZAE000015806
("Servest")
Supplementary announcement regarding:-
* the sale by Servest for cash of its investment in Servest (Proprietary)
Limited ("the Sale"), to a consortium ("the Consortium"), led by AMB Private
Equity Partners Limited ("AMB Partners"), in accordance with section 228 of the
Companies Act, 1973 (Act 61 of 1973), as amended ("the Companies Act");
* the distribution to shareholders of Servest of the proceeds of the Sale
together with residual cash remaining within Servest by way of a distribution in
anticipation of liquidation ("Initial Distribution"); and
* the delisting, the payment of the final liquidation dividend and the voluntary
winding-up of Servest.
Shareholders of Servest are referred to the joint announcement published by
Servest and AMB Partners on 5 July 2002 ("the 5 July Announcement").
Shareholders are advised that, subsequent to the 5 July Announcement, Servest
received a letter from a competitor company stating that they are a bona fide
potential offeror and requesting information in terms of Rule 16.4 of the
Securities Regulation Code on Takeovers and Mergers ("the Code"), which provides
that competing bona fide offerors are entitled to equal information. Servest
will comply with its obligations under the Code, but will also continue to
procure fulfilment of the conditions precedent to which the Sale is subject.
The following information is of relevance to all shareholders of Servest.
1. The Initial Distribution
In the 5 July Announcement it was stated that payment of the Initial
Distribution is subject to the fulfilment of, inter alia, the condition
precedent that the shareholders of Servest pass the resolutions necessary to
effect payment of the Initial Distribution. The possibility exists that a
significant minority shareholder could attempt to influence shareholders not to
vote in favour of the section 228 ordinary resolution required to approve the
Sale by making it known that it will vote against any special resolutions
required to effect payment of the Initial Distribution to shareholders. In the
unlikely event that a minority shareholder should vote against such special
resolutions, Servest would pursue other methods of distributing the proceeds of
the Sale to shareholders. In this regard Servest is presently seeking legal
advice as to whether its articles of association have been validly amended so as
to facilitate distributions of assets to shareholders by way of ordinary
resolution. If this is not the case, application may be made to court for the
winding up of Servest. Servest is of the view that such an application has good
prospects of success.
2. Transaction Costs
The agreement between the Consortium and Servest regulating the Sale provides
that, in the event that the Sale is not implemented by virtue of the non-
fulfilment of certain conditions precedent or for any reason other than a
default by the Consortium of its obligations in terms of such agreement, Servest
will pay to AMB Partners an amount of R1,75 million in mitigation of AMB
Partners` costs incurred to date. AMB Partners has informed the Company that
such costs exceed this amount.
Johannesburg
12 July 2002
Date: 12/07/2002 09:45:00 AM Produced by the JSE SENS Department
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