| Tue 15 Oct 2002, 16:54 | | HUNT LEUCHARS & HEPBURN HOLDINGS LIMITED - RESULTS |
|
THE SCHEME MEETINGS
HUNT LEUCHARS & HEPBURN HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1924/001164/06)
(Ordinary share code: HLH ISIN: ZAE000003299
(Preference share code: HLHP ISIN: ZAE000011441)
("HL&H" or "the company")
- RESULTS OF GENERAL MEETING AND OF THE SCHEME MEETINGS
- REMAINING CONDITIONS PRECEDENT
- COURT SANCTION OF SCHEMES
- SCHEME CONSIDERATIONS
RESULTS OF THE GENERAL MEETING AND OF THE SCHEME MEETINGS
PSG Investment Bank Limited is authorised to announce that:
1.1 at the general meeting of shareholders held on Monday, 14 October 2002, a
resolution was passed unanimously to amend the deed relating to the Hunt
Leuchars & Hepburn Holdings Trust to provide that, if an offer is made to
acquire the entire issued share capital of the company, each beneficiary
holding options shall be deemed to have sold their options for a
consideration equal to the difference between the offer price and the share
option strike price; and
1.2 at the ordinary, preference and share option scheme meetings of the
relevant HL&H shareholders and share option holders held on Monday, 14
October 2002 ("the scheme meetings"), the schemes of arrangement proposed
by Industrial Partnership Investments Limited ("IPI") between HL&H and
HL&H`s ordinary and preference shareholders (other than IPI) and between
HL&H, the trustees of the Hunt Leuchars & Hepburn Holdings Trust and the
share option holders ("scheme members") ("the schemes") were approved by
the requisite majority of scheme members present and entitled to vote at
the scheme meetings.
2. REMAINING CONDITIONS PRECEDENT
Implementation of the schemes is subject to the following conditions
precedent outstanding at the date hereof ("the remaining conditions
precedent"):
- the High Court of South Africa (Transvaal Provincial Division) ("the
Court") sanctioning the schemes; and
- a certified copy of the Order of Court sanctioning the schemes being
registered by the Registrar of Companies.
3. COURT SANCTION OF SCHEMES
The Court hearing to sanction the schemes is scheduled for 10:00, or so
soon thereafter as Counsel may be heard, on Tuesday, 22 October 2002 at the
High Court Building, Vermeulen Street, Pretoria.
4. SETTLEMENT OF SCHEME CONSIDERATIONS
4.1 Scheme participants will be entitled to receive the cash considerations of:
- 957 cents per HL&H ordinary share held on Friday, 1 November 2002;
- 997 cents per HL&H preference share held on Friday, 1 November 2002;
and
- the difference between 957 cents and the share option strike price,
after deducting PAYE, per share option held on Friday, 1 November
2002,
after the schemes have become operative, which is expected to be Monday, 4
November 2002 ("the operative date").
4.2. 1The ordinary and preference scheme considerations will, where the
documents of title have been surrendered prior to Friday, 1 November 2002,
be posted to a certificated scheme participant or the cash consideration
will be deposited directly into the scheme participants` bank accounts,
depending on the instructions contained in the properly completed form of
surrender and transfer (yellow or brown, as applicable), by the transfer
secretaries on Monday, 4 November 2002, or be posted within five business
days of the subsequent receipt after the operative date of the form of
surrender and transfer (yellow or brown, as applicable) together with the
relevant documents of title.
4.3. The ordinary and preference scheme considerations will be paid into the
dematerialised scheme participants` safe custody accounts held at their
CSDPs or institutional depositories or brokers on Monday, 4 November 2002.
4.4 The share option scheme consideration will be deposited directly into the
share option scheme participant`s bank account, on or about Monday, 4
November 2002.
4.5 Share certificates may not be dematerialised or rematerialised after
Friday, 25 October 2002.
5. FURTHER ANNOUNCEMENT
A further announcement will be released on SENS and published in the press
after the Court hearing, which is expected to be on Tuesday, 22 October
2002, notifying scheme members of, inter alia, the consideration salient
dates.
Johannesburg
15 October 2002
Investment bank Sponsor Merchant bank to HL&H
and
transactional ENF Sponsors (Proprietary) STANDARD CORPORATE AND
sponsor Limited MERCHANT BANK
(Registration number (A division of The
PSG INVESTMENT 2000/027636/06) Standard Bank of South
BANK Africa Limited)
(Incorporated in (Registration number
the Republic of 1962/000738/06)
South Africa)
(Registration
number
1998/017358/06)
Corporate law advisers and Attorneys to the
consultants schemes
EDWARD NATHAN & FRIEDLAND KNOWLES HUSAIN INC
Edward Nathan & Friedland ATTORNEYS
(Proprietary) Limited (Registration number
(Registration number 2000/000004/21)
1999/026464/07)
Date: 15/10/2002 04:43:57 PM Produced by the JSE SENS Department
