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Management Buy-Out Of Mb Technologies And Withdrawal Of The Cautionary
Announcement
MB TECHNOLOGIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/008964/06)
Share code: MBT ISIN: ZAE000015996
("MB Technologies" or "the Company")
MANAGEMENT BUY-OUT OF MB TECHNOLOGIES AND WITHDRAWAL OF THE CAUTIONARY
ANNOUNCEMENT
1. Introduction
1.1 It was announced on the Stock Exchange News Service on 30 August 2002 ("the
announcement") that Clidet No 408 (Proprietary) Limited ("Clidet") had
withdrawn its original proposal to acquire all the assets and liabilities
of MB Technologies for a purchase consideration equivalent to 140 cents per
share ("original proposal"), and had submitted a new proposal to acquire
the assets and liabilities of MB Technologies, as a going concern, for the
aggregate purchase consideration of R513,3 million, equivalent to 110 cents
per share ("new proposal").
1.2 A condition precedent stated in the announcement was the formal approval by
both the JSE Securities Exchange South Africa ("JSE") and the Securities
Regulation Panel ("SRP").
1.3 Both approvals referred to above have now been granted.
1.4 A circular to MB Technologies shareholders, setting out details of the new
proposal and including a notice of general meeting to be held on Wednesday,
25 September 2002, was mailed to shareholders on Saturday, 31 August 2002
("the circular").
2. SRP EX PARTE RULING
2.1 In terms of Rule 32.1 of the Rules of the Securities Regulation Code on
Takeovers and Mergers, Clidet, having withdrawn its original proposal, is
restricted from making any new proposal to acquire all the assets and
liabilities of MB Technologies for a period of 12 months from the date of
withdrawal of the original proposal, other than with the consent of the
SRP.
2.2 Following representations by Clidet to the SRP, it was ruled by the SRP
that Clidet may proceed with the new proposal, subject to the inclusion of
the SRP`s ex parte Ruling in its entirety in the circular.
2.3 The circular dated 31 August 2002 includes, incompliance with the above
request, the full text of the ex parte Ruling from the SRP.
2.4 The circular, including the ex parte Ruling from the SRP may be accessed on
the Company`s website: www.mb-tech.com
3. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
3.1 Shareholders are advised that, with the publication of this announcement,
caution is no longer required when dealing in their MB Technologies shares.
Sandton
2 September 2002
Independent advisor
to MB Technologies Sponsor Merchant Bank to Clidet
Deloitte & Touche Merrill Lynch ACMB
Reporting
accountants Attorneys to Clidet
Deloitte & Touche
Cliffe Dekker
Date: 02/09/2002 02:17:00 PM Produced by the JSE SENS Department
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