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Gencor Limited - Reconvening of General Meeting
Gencor Limited
(Incorporated in the Republic of South Africa)
(Registration number 1895/001232/06)
Share Code: GMF ISIN: ZAE000013066)
("Gencor" or "the Company")
RECONVENING OF GENERAL MEETING
1. Reconvening of general meeting scheduled for 2 October 2002
Agreement on a timetable for the hearing of an application has been
reached between Gencor and attorneys acting on behalf of potential
claimants alleging that they contracted or may contract asbestos
related diseases as a result of employment by companies in which
Gencor had an investment. As a result of the agreement, the general
meeting of shareholders scheduled to be held on Wednesday, 2
October 2002 ("the general meeting") will no longer take place as
scheduled but will be reconvened at a date to be decided.
The decision to reconvene the meeting at a later date was taken in
line with the Gencor board`s stated policy of dealing with asbestos-
related claims in a responsible, reasonable and prudent manner.
The general meeting was to have considered the resolutions required
for the unbundling to Gencor shareholders of Gencor`s shareholding
in Impala Platinum Holdings Limited ("Implats").
2. Notice of intended interdict
At 11.45pm on Friday, 27 September 2002, Gencor`s attorneys were
served with a copy of an intended application for an urgent
interdict to prevent the holding of the general meeting.
The late service was made in spite of the fact that the intention
of the board to continue with the next phase of the distribution of
assets to shareholders that started in 1997 has been public
knowledge and a formal announcement of Gencor`s intention to
proceed with the unbundling of the Implats shares was made in June
2002.
While attorneys for the claimants state that they act on behalf of
a large number of potential claimants, the notice of motion
contains no new particulars of claim beyond the 37 claims already
lodged, and of which shareholders have already been informed.
3. Rationale for reconvening of general meeting
Gencor`s board, in accordance with its stated policy, will need to
review carefully the application. The company has also agreed a
timetable with the claimants` lawyers in regard to the application
in terms of which the company will allow the claimants limited time
to supplement their court papers (which Gencor believes are
currently inadequate) and Gencor will answer promptly the
allegations made so that the court hearing may take place this
year.
Gencor`s shareholders comprise individual and institutional
investors, including pension funds acting on behalf of thousands of
people who depend on their investments for an income or a pension.
The board of Gencor believes it is imperative that this dispute be
resolved in an orderly fashion to enable the unbundling to proceed
so that these shareholders may have unencumbered control of their
assets. Indefinite uncertainty would be unreasonable to
shareholders.
If Gencor has a liability, including any liability for claims in
respect of asbestos-related diseases, it will be provided for. On
the basis of legal advice, including the advice of senior counsel,
the board believes Gencor is not liable under South African law for
any of the claims, and has therefore not made provision for the
amounts claimed.
These claims are for a total of R37 million. After the proposed
unbundling of Implats shares, Gencor would retain an amount of
approximately R409 million in cash. As has been previously stated,
this would be used to defend the 37 summonses received and to cover
any other potential liability or obligation which Gencor may have.
4. Further announcements
Further announcements will be made to inform shareholders of
developments.
Johannesburg
1 October 2002
Merchant bank Sponsor
Investec Corporate Investec Bank Limited
Finance Legal advisers
Public relations Webber Wentzel Bowens
adviser
Baird`s Renaissance
(Pty) Limited
Date: 01/10/2002 08:03:00 AM Produced by the JSE SENS Department
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