ALL JOY FOODS LIMITED - PURCHASE OF SHARES BY MANA
All Joy Foods Limited
(Registration number 1989/000100/06)
Share Code: ALJ ISIN: ZAE000017240
("Alljoy or "the Company")
Purchase of shares by Managing Director
In terms of an agreement beween Alljoy and Molope Foods Limited ("Molope")
(collectively "the parties") dated 7 October 1999, Alljoy acquired the Goldband
business from Molope for a total consideration of R1.9 million, which was
settled by the issue of 3 859 400 Alljoy shares at 50 cents per share ("the
consideration shares"). Molope in turn had the right to put the consideration
shares to Alljoy at a price of 50 cents per share by 30 September 2000.
The consideration shares were never put to the Company. Numerous discussions
between the parties were held in an attempt to find an alternative solution, as
Alljoy was not in a financial position to enable it to acquire the shares at the
stated price, or at a reduced price of 20.4 cents per share in terms of a
subsequent agreement dated 7 August 2000. Alljoy management`s view was that any
funds available to the Company should be spent on its operations and not on
acquiring shares.
Following further discussions and in order to assist the Company in avoiding its
obligation to acquire the consideration shares, it was subsequently agreed
during July 2002 that the managing director of the Company, Maslamony T. Pather
("Marci Pather"), would acquire the consideration shares from the liquidators of
Molope, for a total consideration of R250 000 ("the transaction"), and
accordingly remove the obligation from the Company. The consideration shares
were transferred on 29 July 2002 and payment in respect thereof made on 31 July
2002.
A resolution to approve the transaction has been included as an addendum to the
notice of Annual General Meeting ("the AGM"), to be held on 25 September 2002,
which will be mailed to shareholders together with the Annual Financial
Statements for the year ended 28 February 2002, on or about Wednesday, 28 August
2002.
As this constitutes a related party transaction, a disinterested majority of
shareholders present or represented at the AGM will be required to ratify the
transaction.
Marci Pather now owns directly and indirectly 9 644 722 shares, constituting
29.2%, of the issued share capital of the Company.
The results of the voting in respect of the transaction will be released on SENS
on 26 September 2002.
Crown Mines
27 August 2002
Sponsor
LPC Manhattan Sponsors (Pty) Limited
Date: 27/08/2002 11:17:00 AM Produced by the JSE SENS Department
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