| Fri 26 Jul 2002, 0:00 | | Molope Group Limited - Announcement |
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MOLOPE GROUP LIMITED - ANNOUNCEMENT
MOLOPE GROUP LIMITED
(In liquidation)
(Incorporated in the Republic of South Africa)
(Registration number 1995/000511/06)
(Ordinary share code: MOL ISIN: ZAE000013975)
(N ordinary share code: MON ISIN: ZAE000013983)
("Molope")
Implementation of the liquidation and delisting of Molope by way of a scheme of
arrangement in terms of section 311 of the Companies Act, 1973 (Act 61 of 1973),
as amended ("the Companies Act"), proposed by Molope between Molope and Molope
creditors, Molope ordinary shareholders and Molope N ordinary shareholders
(collectively, "Molope shareholders") ("the scheme")
1. INTRODUCTION
1.1 Molope disposed, with effect from 1 July 1999, of certain of its services
and facilities management business and its related assets, as a going concern
("the Molope businesses"), to Lexshell 296 Investment Holdings (Proprietary)
Limited ("Lexshell") (which company changed its name to Rebserve Limited
("Rebserve") with effect from 17 January 2000), a wholly-owned subsidiary of
Rebhold Limited (which company changed its name to Rebserve Holdings Limited
("Rebhold") with effect from 29 November 2001) ("the disposal").
1.2 The aggregate purchase consideration in respect of the disposal amounted to
some R483 million, which included some R183 million in respect of liabilities of
the Molope businesses which Rebhold assumed, leaving some R300 million payable,
of which some R90 million was attributable to and was in fact utilised to pay
certain specific creditors of the Molope group, leaving an amount of some R210
million to be paid to Molope.
1.3 As part of the agreements regulating the disposal ("the disposal
agreements"), it was agreed between the parties to the disposal that Rebhold
would settle the net purchase consideration, after settling certain liabilities
of Molope and its subsidiaries, amounting to approximately R210 million ("the
net purchase consideration"), upon Molope declaring a liquidation dividend to
Molope shareholders ("the liquidation dividend"). For this purpose, a special
resolution was passed to liquidate Molope at a general meeting of Molope
shareholders held on 22 February 2000, and a liquidator was subsequently
appointed. The date of the provisional liquidation of Molope was 27 July 2000.
1.4 Prior to the date on which it was envisaged that Molope shareholders would
have become entitled to the liquidation dividend, the Industrial Development
Corporation of South Africa Limited ("the IDC") gave notice of claims against
Molope, both as shareholder and creditor, amounting, at the time, to
approximately R54 million plus interest ("the IDC claims").
1.5 The notification of the IDC claims had the effect of:
1.5.1 the directors of Molope regarding themselves as being unable to implement
their declaration of the liquidation dividend, they being unable to determine
the quantum of such liquidation dividend, by virtue of the threatened claims by
the IDC and uncertainty as to whether the IDC claims were payable and as to what
the quantum of the IDC claims would be in terms of Section 350(b)(ii) of the
Companies Act;
1.5.2 the directors of Molope regarding themselves as being duty bound to
withdraw their declaration of the liquidation dividend; and
1.5.3 Rebhold taking the view that it was not obliged to pay the net purchase
consideration to Molope or Molope shareholders, as the case may be, under
circumstances where a dispute exists between Molope and the IDC and the
directors of Molope are unable to implement their declaration of the liquidation
dividend. This was in the context that the mechanism agreed upon in the
disposal, was for shareholders of Molope to acquire claims directly against
Rebhold, with Rebhold having the obligation to pay these claims of shareholders
directly to them. Rebhold`s liability to discharge such claims (effectively
representing payment by Rebhold of the net purchase consideration) would
accordingly only crystallise after the valid declaration by Molope of a
liquidation dividend, which, to date, has not yet occurred.
1.6 Pursuant thereto, the IDC instituted the legal proceedings against Molope in
respect of the IDC claims, with Molope defending the legal proceedings. The
legal proceedings were due to be heard in Court from 11 March 2002.
1.7 While the disposal agreements did not specifically provide for the payment
of interest by Rebhold on the net purchase consideration owing to Molope from
time to time, the disposal agreements provided that any overdue amount payable
under the disposal agreements would bear interest from time to time. A dispute
arose between the parties as to whether the net purchase consideration due by
Rebhold was interest bearing or not, and this dispute has been settled on the
basis that a sum of R10 million will be paid in lieu of interest and in
settlement of all amounts owing by Rebhold to Molope from causes other than the
net purchase consideration.
1.8 During the period between the withdrawal of the dividend declaration and the
settlement of the IDC legal proceedings referred to hereunder, Molope engaged in
extensive negotiations in order to dispose of the legal proceedings and in order
to procure payment from Rebhold of the balance of the purchase consideration.
1.9 During February and July 2002, agreements were concluded pertaining to the
legal proceedings and the payment of the net purchase consideration, inter alia,
as follows:
1.9.1 between Molope and the IDC, with regard to the legal proceedings; and
1.9.2 between Rebhold, Rebserve and Molope, with regard to the payment by
Rebhold of an amount of some R189 million, as follows.
- an amount of some R179 million, being the net purchase consideration, less an
amount of approximately R31,8 million, being the agreed amount which will accrue
to Rebhold by virtue of Rebhold being the beneficial owner, in terms of the
disposal agreement, of the right to receive the consideration attributable to
39 276 936 Molope shares at 81 cents per share, payable to certain shareholders
of Molope who were employed by the Molope group as at the date of signature of
the disposal agreement, and who were subsequently employed by the group; and
- the amount of R10 million referred to in paragraph 1.7 above.
2. PROPOSED SCHEME
2.1 PSG Investment Bank Limited is authorised to announce that, in terms of and
pursuant to agreements entered into between Molope and the IDC and between
Molope, Rebhold and Rebserve, Molope intends to propose, subject to various
conditions set out in 3 below ("the conditions"), the scheme, between Molope and
Molope creditors and Molope shareholders.
2.2 Pursuant to the scheme becoming operative, Molope creditors and Molope
shareholders can expect to receive a scheme consideration, in cash, amounting to
an aggregate amount of approximately R209 million ("the scheme consideration"),
as follows:
2.2.1 a payment to creditors of Molope who have registered their claims by 16:00
on Friday, 23 August 2002 ("scheme creditors") of a maximum amount of R70 000
000 after payment of certain costs and remuneration, constituting payment of 100
cents in the Rand, of any and all claims of scheme creditors against Molope; and
2.2.2 distribute to shareholders of Molope (other than Rebserve and the IDC)
registered as such at 16:00 on Friday, 23 August 2002 ("scheme members"), as a
scheme dividend, the balance of the scheme consideration, being an amount of
R138 840 750, constituting approximately 82 cents per scheme share.
2.3 If the scheme becomes operative, Molope`s listing on the JSE Securities
Exchange South Africa ("the JSE") will be terminated.
2.4 If the scheme is sanctioned, the scheme creditors and scheme members will be
deemed to have agreed to accept the scheme consideration in full and final
settlement of all claims of any nature whatsoever which they or any of them may
have against Molope and/or Rebserve or any company forming part of Rebhold or
its subsidiaries ("the Rebhold group") and/or any of the directors of any
company in the Rebhold group and against any directors of Molope as the board
was reconstituted with effect from 1 August 1999, arising from or pursuant to
the disposal and any agreements forming part of the disposal and its
implementation, and that payment pursuant to the scheme to such creditors and
members of Molope will constitute a complete, lawful payment and discharge by
all entities forming part of the Rebhold group of all the respective liabilities
and obligations of whatever nature arising out of or pursuant to all or any of
the aforesaid agreements.
3. CONDITIONS
3.1 Conditions precedent
The scheme is subject to the fulfilment of the following conditions precedent
by not later than 16:00 on Friday, 23 August 2002 (or such later date as may be
stipulated by Molope and agreed to in writing by Rebserve):
3.1.1 the scheme having been approved by the requisite majority of scheme
creditors and scheme members at the respective scheme meetings to be convened
for that purpose;
3.1.2 the High Court of South Africa ("the Court") having sanctioned the scheme;
3.1.3 the liquidation of Molope being discharged by the Court; and
3.1.4 a certified copy of the Order of the Court sanctioning the scheme being
registered by the Registrar of Companies in terms of the Act.
3.2 Resolutive condition
It is a resolutive condition of the scheme that the Order of Court sanctioning
the scheme discharges the Rebhold group from any liability which it may have had
or may in the future have in terms of or pursuant to the disposal agreements,
failing which, at the election of Rebserve, which election shall be made in
writing, Rebhold shall not be obliged to make payment of the amount as referred
to in 1.9.2 above.
4. SALIENT FINANCIAL EFFECTS OF THE SCHEME
4.1 On scheme creditors
4.1.1 Scheme creditors, subject to the maximum sum referred to in 2.2.1 above,
will be paid 100 cents in the Rand in respect of proved creditor claims.
4.1.2 In terms of the scheme, a total amount of R70 000 000 is made available
for payment to:
4.1.2.1 the IDC;
4.1.2.2 the unpaid costs and remuneration of the liquidator, the receiver`s
costs and remuneration and costs relating to the structuring and the
implementation of the scheme; and
4.1.2.3 the claims of preference and concurrent creditors of Molope.
4.1.3 The agreed claim of the IDC is R45 000 000 plus interest calculated at the
prime overdraft rate from 15 June 2002 to the date of payment thereof, which
amount will be paid as a first charge against the available amount of R70 000
000.
4.2 On scheme members
4.2.1 Scheme members will receive a distribution of approximately 82 cents per
Molope share held, which distribution represents an 18,8% premium to the closing
market price of Molope ordinary shares of 69 cents and a 24,2% premium on the
closing market price of Molope N shares of 66 cents, on 14 July 2000, the last
trading day prior to the suspension of trading in Molope shares on the JSE on 17
July 2000.
4.2.2 Any portion of the amount of R70 000 000 referred to in 4.1.2 above not
paid to scheme creditors pursuant to the implementation of the scheme, will be
paid to scheme members as a final dividend ("the second dividend"). Based on
current calculations, scheme members may receive a second dividend of up to 4
cents per share.
5. SALIENT DATES(1)
2002
Last day to lodge form of proxy for the scheme meetings
of scheme creditors ("creditors` scheme meetings")
by 10:00 on(2) Friday, 9 August
Last day to lodge form of proxy for the scheme meeting
of scheme members ("members` scheme meeting)
by 10:30 on(2) Friday, 9 August
Creditors` scheme meetings to be held from 10:00 on Monday, 12 August
Members` scheme meeting to be held from the later
of 10:30 or ten minutes after the concluding of
the last of the creditors` scheme meetings on Monday, 12 August
Court hearing to sanction the scheme on Tuesday, 20 August
Announcement on SENS notifying scheme members of,
inter alia, results of the scheme on or about Tuesday, 20 August
Announcement in the press notifying scheme members
of, inter alia, results of the scheme on or about Wednesday, 21 August
Last day to be registered (expected record date) to
determine participation by scheme creditors and
scheme members ("scheme participants") in the
scheme by the close of business on Friday, 23 August
Expected operative date of the scheme on or about Monday, 26 August
Scheme consideration cheques posted to scheme
participants or deposited directly into scheme
participants` bank accounts (if claim forms and forms
of acceptance in respect of scheme participants are
received on or prior to the record date) or, failing
that, will be posted within 5 business days of receipt
thereof by the receiver and the transfer secretaries,
on or about(3) Monday, 26 August
Expected termination of listing of Molope shares on
the JSE with effect from the commencement of
business on Tuesday, 27 August
Notes:
1. These dates and times are subject to change. Any such change will be
published in the press.
2. If a form of proxy is not received by the time and date shown above, it may
be handed to the chairperson of the scheme meetings no later than 10 (TEN)
minutes before the commencement of the scheme meetings.
3. The scheme consideration payable to scheme participants will be payable in
accordance with the provisions of paragraph 5 of the explanatory statement
contained in the circular to scheme members referred to in 6 below.
6. CIRCULAR TO SHAREHOLDERS
A circular to Molope shareholders, containing detailed information regarding
the scheme and incorporating a notice of the scheme meetings, will be posted to
Molope shareholders today.
Johannesburg
26 July 2002
Investment bank and transactional sponsor
PSG Investment Bank
Attorneys to the scheme
Knowles Husain Inc
Attorneys
(Registration number 2000/000004/21)
Date: 26/07/2002 08:14:47 AM Produced by the JSE SENS Department
Molope Group Limited - Notice Of Scheme Meetings
Molope Group Limited - Notice of Scheme Meetings
Molope Group Limited
NOTICE OF SCHEME MEETINGS
IN THE HIGH COURT OF SOUTH AFRICA
(TRANSVAAL PROVINCIAL DIVISION) Case number 19286/2002
In the ex parte application of -
MOLOPE GROUP LIMITED Applicant
(IN VOLUNTARY LIQUIDATION)
Application for leave to convene meetings in terms of section 311 of the
Companies Act, 1973 (Act 61 of 1973, as amended
Notice is hereby given in terms of an Order of Court dated Tuesday,
23 July 2002 in the above matter ("the Order") that the High Court of South
Africa (Transvaal Provincial Division) ("the Court") has directed that meetings
("the scheme meetings") of all the scheme creditors and scheme members (as
defined in the scheme referred to hereunder) ("scheme participants") of Molope
Group Limited (in liquidation) ("Molope"), be convened under the chairmanship of
Mr J Roodt ("the chairperson") at the place, date and time fixed by the
chairperson, namely at the Auditorium,Werksmans Attorneys, 1st Floor, 155, 5th
Street, Sandown, Sandton 2196, on Monday, 12 August 2002, commencing at 10:00 in
respect of preferent creditors of Molope, and at the later of 10:05 or five
minutes after the concluding of the scheme meeting of preferent creditors of
Molope, in respect of secured creditors of Molope, and at the later of 10:10 or
five minutes after the concluding of the scheme meeting of secured creditors of
Molope, in respect of concurrent creditors of Molope, the scheme meeting of the
holders of ordinary shares in the share capital of Molope following at the later
of 10:30 or ten minutes after the concluding of the scheme meeting of concurrent
creditors of Molope, the scheme meeting of the holders of N ordinary shares in
the share capital of Molope following at the later of 11:00 or ten minutes after
the concluding of the scheme meeting of the holders of ordinary shares in the
share capital of Molope, for purposes of considering and, if deemed fit,
approving with or without modification, the scheme of arrangement ("the scheme")
proposed by Molope between Molope and the scheme participants.
A copy of the scheme, a copy of the Order and an explanatory statement in
terms of section 312 of the Companies Act, 1973 (Act 61 of 1973, as amended
("the Act"), explaining the scheme, are enclosed in the bundle of documents of
which this notice forms part.
The basic characteristics of the scheme are that scheme creditors will,
subject to the maximum of the sum referred to in clause 5.2.3 of the scheme, be
paid 100 cents in the Rand on their claims against Molope and scheme members
will be paid a scheme dividend of approximately 82 cents per Molope share held.
Each scheme participant is entitled to attend and vote at the scheme meetings
and is entitled to appoint one or more proxies to attend, speak and vote. A
proxy need not be a scheme participant. Each signed proxy must be lodged with
the chairperson, in the case of a scheme creditor (as defined), c/o Brink Cohen
le Roux & Roodt Inc., BCLR House, 19 West Street, Houghton, 2198 (Box 2404,
Houghton 2041), and in the case of a scheme member (as defined) c/o
Computershare Investor Services Limited, 7th Floor, 11 Diagonal Street,
Johannesburg 2001
(PO Box 7184, Johannesburg 2000), to be received by not later than 10:00 on
Friday, 9 August 2002, in respect of the scheme meetings of creditors, and by
not later than 10:30 on Friday, 9 August 2002, in respect of the scheme meetings
of members.
All scheme participants who wish to vote at the scheme meetings, and who
received the papers referred to in paragraph 5 of the Order, shall cause their
claims/proxies for purposes of voting at the scheme meetings to be filed with
the chairperson in accordance with the provisions of section 366(1) of the Act
by not later than 24 hours prior to the scheme meetings, provided that, should
the scheme meetings be held on a Monday, all claims/proxies for purposes of
voting shall be filed not later than, respectively, 10:00 and 10:30 on the
preceding Friday, depending on which scheme meeting scheme participants wish to
attend.
If claims/proxies are not so lodged as a result of a scheme participant not
having received this notice and the bundle of documents of which this notice
forms part, the form of proxy and/or claim may be handed by a scheme participant
to the chairperson before the commencement of the scheme meetings together with
an affidavit in which he confirms that he is a scheme participant, stating full
information of his claim/shareholding in Molope and stating adequate reasons for
lateness.
The chairperson will report the results of the scheme meetings to the Court on
Tuesday, 20 August 2002. A copy of the chairperson`s report may be obtained by
any scheme participant on request from the chairperson from Tuesday, 13 August
2002.
The scheme is subject to the sanctioning thereof by the Court and the
conditions stated therein. Scheme participants falling within the ambit of the
scheme, are those scheme participants referred to above and furthermore as
defined in the scheme.
Copies of the Order, the terms of the scheme, a list of scheme creditors, and
a statement of the assets of Molope with their estimated values may be inspected
by scheme participants during business hours at any time prior to the scheme
meetings, at the office of the chairperson, being c/o Brink Cohen le Roux &
Roodt Inc, BCLR House,
19 West Street, Houghton, 2198 (PO Box 2404, Houghton, 2041). Copies of the
explanatory statement required by section 312 of the Companies Act may be
obtained by any scheme participant, or person entitled to attend the scheme
meetings, free of charge on written application to the chairperson.
Mr J Roodt
c/o Brink Cohen Le Roux & Roodt Incorporated
BCLR House
19 West Street
HOUGHTON 2198
(Box 2404, Houghton, 2041)
CHAIRPERSON
26 July 2002
Date: 26/07/2002 08:16:11 AM Produced by the JSE SENS Department
Molope Group Limited - Order Of Court
Molope Group Limited - Order of Court
Molope Group Limited
IN THE HIGH COURT OF SOUTH AFRICA
(TRANSVAAL PROVINCIAL DIVISION) Case number 19286/2002
Pretoria, 23 July 2002
Before the Honourable Mr Justice Kirk-Cohen
In the ex parte application of:
MOLOPE GROUP LIMITED
(In voluntary liquidation)
(Incorporated in the Republic of South Africa)
(Registration number 1995/000511/06)
("the Applicant" or "Molope")
Application for leave to convene scheme meetings in terms of section 311 of the
Companies Act, 1973 (Act 61 of 1973) as amended.
ORDER OF COURT
Upon hearing Counsel for the applicant and upon reading the notice of motion and
the other documents filed of record -
IT IS ORDERED THAT -
1. meetings ("the scheme meetings") in terms of section 311(1) of the
Companies Act, 1973 (Act 61 of 1973), as amended ("the Act") of the scheme
creditors and scheme members of Molope Group Limited (in liquidation) ("the
company"), and in particular -
1.1 the preferent creditors of the company;
1.2 the concurrent creditors of the company;
1.3 the secured creditors of the company;
1.4 the holders of Molope ordinary shares in the issued share capital of the
company;
1.5 the holders of Molope N ordinary shares in the issued share capital of the
company,
as defined in the scheme referred to hereunder, be convened by the chairperson
referred to in paragraph 2 hereunder, who shall fix the time, date and place
thereof, for the purpose of considering and, if deemed fit, agreeing to, with or
without modification, the scheme of arrangement being Annexure 3 to the draft
circular in terms of section 312 of the Act in the above proceedings ("the
scheme") proposed by the company between the company and the scheme creditors
and the scheme members;
2. Mr J Roodt or failing him an independent attorney or advocate of the High
Court of South Africa, appointed by Brink Cohen Le Roux & Roodt Incorporated, be
and is hereby appointed as chairperson of the scheme meetings;
3. the chairperson is authorised to -
3.1 appoint scrutineers for the purpose of the scheme meetings;
3.2 determine the validity and acceptability of any form of proxy submitted for
use at the scheme meetings;
3.3 adjourn the scheme meetings from time to time if the chairperson considers
it necessary to do so; and
3.4 determine the procedure to be followed at the scheme meetings and any
adjournment thereof;
4. the company shall cause this Order of Court and a notice convening the
scheme meetings to be published once in each of Business Day, Beeld, Rapport,
The Sunday Times at least 2(two) weeks, and in the Government Gazette, at least
1 (one) week before the date of the scheme meetings. The notice shall state:
4.1 the time, date and venue of the scheme meetings;
4.2 that the scheme meetings have been convened in terms of this Order to
consider and, if deemed fit, agree to, with or without modification, the scheme;
4.3 that a copy of this Order, the terms of the scheme, a list of scheme
creditors and a statement of the assets of the company with their estimated
values and the explanatory statement in terms of section 312(1) of the Act may
be inspected during normal business hours at any time prior to the scheme
meetings at the registered office of the company c/o Rebserve House, Hunts End,
36 Wierda Road West, Wierda Valley, Sandton 2196 and at the offices of the
chairperson c/o Brink Cohen Le Roux & Roodt Incorporated, BCLR House, 19 West
Street, Houghton, 2198 (PO Box 2404, Houghton, 2041);
4.4 that a copy of this Order and the explanatory statement in terms of section
312(1) of the Act may be obtained free of charge on request during normal
business hours by any scheme creditor or scheme member at the places mentioned
in paragraph 4.3 of this Order;
5. copies of -
5.1 the notice convening the scheme meetings substantially in the form of the
notice attached to the papers before this Honourable Court, showing the time,
date and place of the scheme meetings;
5.2 the scheme and the explanatory statement in terms of section 312(1) of the
Act substantially in the form of the scheme and explanatory statement attached
to the papers before this Honourable Court;
5.3 forms of proxy to be used at the scheme meetings substantially in the form
of the forms of proxy attached as Appendices 5 and 6 to the draft circular
before this Honourable Court; and
5.4 this Order of Court,
will be sent by the company at least 2 (two) weeks before the date of the
scheme meetings to each of the company`s known scheme creditors at their
addresses reflected in the company`s records and to each of the scheme members
of the company at their addresses as reflected in the company`s register of
members;
6. a copy of -
6.1 the scheme and the explanatory statement in terms of section 312(1) of the
Act substantially in the form of the explanatory statement and the scheme
attached to the papers before the above Honourable Court;
6.2 the notice convening the scheme meetings substantially in the form of the
notice attached to the papers before the above Honourable Court;
6.3 forms of proxy substantially in the form of the forms of proxy attached to
the papers before the above Honourable Court; and
6.4 this Order of Court,
shall lie for inspection at, and copies of these documents may be obtained free
of charge from, the registered office of the company and at the office of the
chairperson during normal business hours at the places mentioned in paragraph
4.3 for at least 2 (two) weeks prior to the date of the scheme meetings;
6.5 the chairperson shall report the results of the scheme meetings to this
Honourable Court on Tuesday, 20 August 2002 at 10:00 or so soon thereafter as
Counsel may be heard;
6.6 the report required by this Honourable Court from the chairperson shall give
details of -
6.6.1 the number of the company`s creditors and members (as the case may be)
present in person (including those represented) at the scheme meetings and the
details of claims and the number of shares held by them as the case may be;
6.6.2 the number of the company`s creditors and members (as the case may be)
represented by proxy at the scheme meetings and the details of claims and the
number of shares held by them together with information as to the numbers
represented by the chairperson in terms of proxies annexed to the documents
before this Honourable Court;
6.6.3 any proxies which have been disallowed;
6.6.4 all resolutions passed at the scheme meetings, with particulars of the
number of votes cast in favour of and against each such resolution and of any
abstentions, indicating how many votes were cast by the chairperson in terms of
proxies which were annexed to the scheme document;
6.6.5 all rulings made and directions given by the chairperson at the scheme
meetings;
6.6.6 the relevant portions of documents and reports submitted or tabled at the
scheme meetings which bear on the merits or demerits of the scheme, including
copies thereof; and
6.6.7 the main points of any other proposals which were submitted to the scheme
meetings;
7. the company shall arrange to make available at the places mentioned in
paragraph 4.3 (and the notice of the scheme meetings which is published and sent
to the scheme creditors and the scheme members of the company shall include a
statement that it will be so available) a copy of the chairperson`s report to
this Court, free of charge, to any scheme creditor or scheme member on request,
for at least 1 (one) week before the date fixed by this Honourable Court for the
chairperson to report back to it; and
8. any scheme creditor or scheme member wishing to vote by proxy should tender
as his proxy the form of proxy referred to in paragraph 5.3 of this Order. The
form of proxy must be completed and returned in accordance with the instructions
therein, in the case of a scheme creditor, to the chairperson,
c/o Brink Cohen le Roux & Roodt Inc., BCLR House, 19 West Street, Houghton, 2198
(PO Box 2404, Houghton 2041), and in the case of scheme members, to the
company`s transfer secretaries, namely, Computershare Investor Services Limited,
7th Floor, 11 Diagonal Street, Johannesburg 2001 (PO Box 7184, Johannesburg
2000) to be received by not later than 10:00, in the case of a scheme creditor,
and 10:30 in the case of a scheme member, on Friday, 9 August 2002. If a form of
proxy for the scheme meetings is not received by the appropriate time set out
above, it may be handed to the chairperson of the scheme meetings not less than
10 (ten) minutes before the commencement of the scheme meetings.
By Order of the Court
Court Registrar
Applicant`s attorneys
Knowles Husain Attorneys Incorporated
4th Floor, The Forum
2 Maude Street
Sandton
2196
(Ref: Mr D Ellis)
Date: 26/07/2002 08:17:27 AM Produced by the JSE SENS Department