| Thu 25 Jul 2002, 0:00 | | Tile Afrika - Results Of General Meeting |
|
Tile Afrika - Results of General Meeting
TILE AFRIKA HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1983/005300/06)
Share code: TLF
ISIN: ZAE000017604
("Tile Afrika")
- Results of general meeting and the scheme meeting;
- Remaining conditions precedent;
- Court sanction of scheme;
- Reminder of remaining salient dates;
- Implementation of scheme; and
- Termination of Tile Afrika`s listing
1. RESULTS OF THE GENERAL MEETING AND OF THE SCHEME MEETING
1.1 PSG Investment Bank Limited is authorised to announce that:
1.1.1 at the general meeting of the company held at 10:00 on Monday, 22
July 2002, resolutions were passed by the requisite majority of Tile
Afrika shareholders to authorise the company, in terms of section 85 of
the Companies Act, 1973 (Act 61 of 1973), as amended, to repurchase 3
185 138 ordinary shares from Tile Afrika shareholders at 180 cents per
share ("the buy-back"); and
1.1.2 at the scheme meeting of the relevant Tile Afrika shareholders
held at 10:15 on Monday, 22 July 2002 ("the scheme meeting"), the scheme
of arrangement proposed by Tile Afrika between Tile Afrika and certain
of its shareholders ("scheme members") ("the scheme") was approved by
the requisite majority of scheme members present and entitled to vote at
the scheme meeting.
1.2 The special resolution authorising the buy-back has been registered
by the Registrar of Companies.
2. REMAINING CONDITIONS PRECEDENT
Implementation of the scheme is still subject to the following
conditions precedent ("the remaining conditions precedent"):
- the High Court of South Africa (Witwatersrand Local Division) ("the
Court") sanctioning the scheme; and
- a certified copy of the Order of Court sanctioning the scheme being
registered by the Registrar of Companies.
3. COURT SANCTION OF SCHEME
The Court hearing to sanction the scheme is scheduled for 10:00, or so
soon thereafter as Counsel may be heard, on Tuesday, 30 July 2002 at the
High Court Building, von Brandis Square, corner Pritchard and von
Brandis Streets, Johannesburg.
4. REMINDER OF REMAINING SALIENT DATES
The remaining salient dates to the implementation of the scheme are set
out below:
2002
Last day to trade in order to participate
in the scheme on Friday, 2 August
Listing of Tile Afrika shares on the JSE
Securities Exchange South Africa ("JSE")
suspended with effect from the commencement
of trading on Monday, 5 August
Record date for participation in the
scheme Monday, 12 August
Operative date of the scheme Tuesday, 13 August
Listing of Tile Afrika shares on the JSE
terminated with effect from the
commencement of trading on Wednesday, 14 August
Notes:
1. These dates and times are subject to change. Any change will be
published in the press.
2. Settlement of the consideration payable in respect of the scheme
will be posted to or deposited into scheme participants` (ie scheme
members recorded in the register of members on the record date) ("scheme
participants") bank accounts on the operative date of the scheme, or
within 5 (five) business days of the receipt of the relevant documents
of title (in respect of scheme members who have not dematerialised their
Tile Afrika shares), whichever is the later.
3. Tile Afrika shares may not be dematerialised or rematerialised after
Friday, 2 August 2002.
5. SURRENDER OF DOCUMENTS OF TITLE
5.1 Tile Afrika shareholders who have not dematerialised their Tile
Afrika shares ("certificated scheme participants"), are requested to
complete the form of surrender and transfer (yellow) and return same as
soon as practicably possible to the transfer secretaries, Computershare
Investor Services Limited, 2nd Floor, Edura, 41 Fox Street, Johannesburg
2002 (P O Box 61051, Marshalltown 2107) together with their share
certificates and/or other documents of title.
5.2 A form of surrender and transfer (yellow) was included in the
circular posted to Tile Afrika shareholders on Thursday, 27 June 2002.
Additional forms of surrender and transfer (yellow) will be posted to
all Tile Afrika shareholders today as part of a surrender circular.
5.3 The provisions of paragraphs 5.1 and 5.2 above do not apply to Tile
Afrika shareholders other than certificated scheme participants
("dematerialised scheme participants").
5.4 Beneficial owners of Tile Afrika shares held in uncertificated form
("dematerialised shares") will receive from their Central Securities
Depository Participant ("CSDP") or broker, in accordance with the
provisions of the custody agreement between each such beneficial owner
and his CSDP or broker, that portion of the scheme consideration
received by the CSDP or broker as is attributable to the dematerialised
shares held by the CSDP or broker on behalf of that beneficial owner.
Scheme participants will only receive the cash consideration of 180
cents per Tile Afrika share after the scheme has become operative and in
accordance with the provisions set out above.
6. SETTLEMENT OF SCHEME CONSIDERATION
6.1 The scheme consideration will, where the documents of title have
been surrendered prior to the record date, be posted to a certificated
scheme participant or the cash consideration will be deposited directly
into their bank account, depending on the instructions contained in the
properly completed form of surrender and transfer (yellow), by the
transfer secretaries on the operative date, or be posted within
5 (five) business days of the subsequent receipt after the operative
date of the form of surrender and transfer (yellow) together with the
relevant documents of title.
6.2 The scheme consideration will be posted or paid to dematerialised
scheme participants on the operative date in accordance with the custody
agreement between the dematerialised scheme participant and their CSDP
or broker.
7. TERMINATION OF TILE AFRIKA`S LISTING
Subject to the fulfilment of the remaining conditions precedent, Tile
Afrika`s listing on the JSE will be terminated with effect from the
commencement of trading on Wednesday, 14 August 2002.
Johannesburg
26 July 2002
Investment bank and sponsor
PSG Investment Bank
Attorneys
Fluxmans Attorneys
Website: www.fluxmans.com
Fluxmans Inc. Registration number 2000/024775/21
Date: 25/07/2002 05:20:00 PM Produced by the JSE SENS Department
