| Tue 23 Jul 2002, 0:00 | | Servest Holdings Limited - Further Announcement |
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Servest Holdings Limited - Further Announcement
Servest Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1986/000785/06)
Share code: SRV
ISIN: ZAE000015806
("Servest" or "the Company")
AMB Private Equity Partners Limited
(Incorporated in the Republic of South Africa)
(Registration number 1998/015329/06)
Share code: APP
ISIN: ZAE000026936
("AMB Partners")
1. Introduction
Shareholders of Servest and unitholders of AMB Partners are referred to the
joint announcement dated 5 July 2002 regarding:
- the sale by Servest for cash of its investment in Servest
(Proprietary) Limited ("the sale") to a consortium led by 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 ("the initial
distribution"); and
- the delisting, the payment of a final liquidation dividend and the
winding-up of the Company.
2. Fulfilment of condition precedent
The Board of Directors of Servest appointed a non-executive sub-committee
comprising Messrs GB Liebmann and R Read to consider, assess and carry out
any other obligations that may be required of them on behalf of Servest in
regard to the sale. Nedcor Investment Bank Limited ("NIB") has advised the
sub-committee and the Board of Directors of Servest that it is of the
opinion that the terms and conditions of the sale are fair and reasonable
to the shareholders of Servest. As set out in the joint announcement of 5
July 2002, the sub-committee and the Board have considered the terms and
conditions of the sale and, having received NIB`s opinion to the effect
that the terms and conditions of the sale are fair and reasonable to the
shareholders of Servest, have resolved to recommend that the shareholders
of Servest approve in general meeting the resolutions required to effect:
- the sale;
- the payment of the initial distribution;
- the delisting; and
- the payment of a final liquidation dividend and the winding up of the
Company.
The implementation of the sale remains subject to the fulfilment of the
following conditions precedent:
2.1 the passing by the shareholders of Servest, other than any related
parties, in general meeting of an ordinary resolution approving the
terms and conditions of the sale, in accordance with the provisions of
section 228 of the Companies Act;
2.2 the approval of the sale by The Competition Commission South Africa;
and
2.3 the seller and the purchaser complying with the requirements of the
JSE Securities Exchange South Africa ("JSE") and the Securities
Regulation Panel ("SRP").
3. The initial distribution
In terms of the sale, Servest will receive R172 854 861 payable in cash
("the sale consideration") from Main Street 78 (Proprietary) Limited. The
sale consideration will be distributed to shareholders as an initial
distribution after deduction of the transaction costs related to:
- the sale;
- the payment of the initial distribution;
- the delisting; and
- the payment of a final liquidation dividend and the winding up of the
Company.
It is anticipated that the initial distribution should not be less than
89 cents per share, after the transaction costs have been taken into
account.
4. Salient dates and times for the shareholders of Servest
The salient dates and times contained in the joint announcement dated
5 July 2002 have changed and are now anticipated to be as detailed in the
table below.
2002
Announcement of the amount of the initial Monday 19 August
distribution payable released on SENS on
Announcement of the amount of the initial Tuesday 20 August
distribution payable published in the press
on
Last day for Servest shareholders to lodge Wednesday 21 August
forms of proxy for the general meeting, by
10:00 on
General meeting of Servest shareholders to Friday 23 August
be held at 10:00 on
Results of the general meeting and expected Friday 23 August
announcement of the fulfilment of the
remaining conditions precedent released on
SENS on
Results of the general meeting and expected Monday 26 August
announcement of the fulfilment of the
remaining conditions precedent published in
the press on
Expected last day to trade in Servest Tuesday 27 August
shares on the JSE in order to be entitled
to receive the initial distribution on
Expected date of suspension of the listing Wednesday 28 August
of Servest on the JSE from the commencement
of trade on
Expected record date to be recorded on the Tuesday 3 September
Servest register to receive the initial
distribution on
Expected date of payment of the initial Wednesday 4 September
distribution on
Expected termination of listing of Servest Thursday 5 September
at commencement of trade on
Notes:
1. The Competition Commission submission was lodged on 10 July 2002. The
latest possible date for the receipt of Competition Commission
approval is thus 8 October 2002. Although it is anticipated that
Competition Commission approval will be received before the general
meeting, in the event of this not being the case the above dates and
times following the general meeting may change.
2. Any change to the above dates and times, approved as necessary by the
JSE and the SRP, will be included in the circular to be posted to
shareholders on or about 1 August 2002 or if the change occurs after
the posting of the circular, will be published in the press and
released on SENS.
3. Dematerialised shareholders other than those shareholders with own
name registration recorded on the Servest register on the record date
for voting must provide their Central Securities Depository
Participant or broker ("CSDP") with their instructions for attendance
or voting at the general meeting in the manner stipulated in the
custody agreement governing the relationship between such shareholders
and the CSDP. These instructions must be provided to the CSDP by the
cut-off time and date advised by the CSDP for instructions of this
nature.
4. Servest share certificates may not be dematerialised or rematerialised
after Tuesday 27 August 2002.
5. Further cautionary announcement and documentation
Shareholders of Servest are advised to continue exercising caution while
dealing in Servest shares until a further announcement is made in this
regard.
A circular containing further information and a notice of a general meeting
of Servest shareholders to be convened to consider and, if deemed fit, to
pass, with or without modification, the resolutions required to effect,
inter alia, the sale will be posted to the shareholders of Servest on or
about 1 August 2002.
A circular containing details of the sale will be posted to AMB Partners
unitholders for information purposes only on or about 8 August 2002.
Johannesburg
22 July 2002
Date: 23/07/2002 04:55:00 PM Produced by the JSE SENS Department
