| Thu 17 Oct 2002, 18:32 | | 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")
* MODIFICATION TO SCHEME OF ARRANGEMENT
* RECONVENED SCHEME MEETINGS AND REVISED SALIENT DATES
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 It was announced in the press on 16 August 2002 that:
1.1.1 the creditors` and members` scheme meetings of the relevant Molope
creditors and members held from 10:00 on Monday, 12 August 2002 ("the previous
scheme meetings"), were adjourned, subject to confirmation by the Court, to be
resumed on a date to be announced, at the same venue and times as applied to the
scheme meetings held on 12 August 2002;
1.1.2 no voting took place with regard to the scheme proposed by Molope
between Molope and its scheme creditors and scheme members at the previous
scheme meetings;
1.1.3 voting on the scheme would take place at the adjourned meetings;
1.1.4 notices regarding the adjournment and a circular explaining the
circumstances surrounding the adjournment would be published and circulated; and
1.1.5 revised salient dates regarding the scheme would be announced.
1.2 Molope has submitted a modification to the scheme to the Court for
authority to reconvene the scheme meetings for purposes of considering and if
deemed fit, voting in favour of the sanctioning of the scheme, as modified ("the
modified scheme"). The order was duly granted on Wednesday, 4 September 2002.
1.3 The reconvened scheme meetings will now take place on Monday, 4 November
2002 ("the reconvened scheme meetings") at the Auditorium, Werksmans Attorneys,
1st Floor, 155 5th Street, Sandown, Sandton 2196, 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 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 meeting of secured creditors of Molope, in respect of
concurrent creditors of Molope, and at the later of 10:30 or ten minutes after
the concluding of the meeting of concurrent creditors of Molope, in respect of
the holders of ordinary shares in the share capital of Molope and at the later
of 11:00 or ten minutes after the concluding of the meeting of the holders of
ordinary shares in the share capital of Molope, in respect of the holders of N
ordinary shares in the share capital of Molope, and you should therefore file
your claims and/or proxies before 10:00 and 10:30 on Friday, 1 November 2002,
depending on which of the scheme meetings you wish to attend.
2. SALIENT FEATURES OF THE MODIFICATION
2.1 The modification to the scheme ("the modification") has had an effect on
the salient financial effects of the scheme, insofar as scheme creditors and
scheme members are concerned.
2.2 In terms of the modification, a total amount of R130 000 000 (one hundred
and thirty million rand) will be made available to creditors listed in paragraph
2 on page 10 of the circular to Molope creditors and members issued on 27 July
2002 ("the previous circular"). This consists of the initial R70 000 000
provided in paragraph 2 on page 10 of the previous circular and an additional
R60 000 000.
2.3 Scheme members will now receive an initial distribution of approximately
46,5 cents per Molope share held. Subject to the extent of any valid scheme
creditor claims proven, any amount remaining of the aforesaid amount of R130 000
000, will be paid to scheme members as a second and final dividend. The extent
of that dividend, if any, cannot be determined at this time. Should the
additional amount of R60 000 000 now made available by virtue of the
modification not be paid to proven scheme creditors, then this amount will
become distributable to scheme members as an additional dividend of some 35
cents per scheme share.
3. SALIENT FINANCIAL EFFECTS OF THE MODIFIED SCHEME
3.1 On scheme creditors
3.1.1 Scheme creditors will be paid 100 cents in the Rand in respect of proved
creditor claims.
3.1.2 In terms of the modified scheme, a total amount of R130 000 000 is made
available for payment to:
3.1.2.1 the IDC;
3.1.2.2 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
3.1.2.3 the claims of preferent and concurrent creditors of Molope.
3.1.3 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 R130 000
000.
3.2 On scheme members
3.2.1 Scheme members will receive an initial distribution of approximately
46,5 cents per Molope share held, which distribution is less than the closing
price of Molope ordinary shares and Molope N-shares on 14 July 2000, the last
trading day prior to the suspension of trading in Molope shares on the JSE
Securities Exchange South Africa ("JSE``) on 17 July 2000.
3.2.2 Any portion of the amount of R130 000 000 referred to in 3.1.2 above not
paid to scheme creditors pursuant to the implementation of the modified scheme,
will be paid to scheme members as a final dividend. Based on current
calculations, scheme members may receive a final dividend of up to 35 cents per
share.
4. REVISED IMPORTANT DATES AND TIMES(1)
2002
Last day to lodge form of proxy for the creditors`
scheme meetings by 10:00 on(2) Friday, 1 November
Last day to lodge form of proxy for the members`
scheme meetings by 10:30 on(2) Friday, 1 November
Creditors` scheme meetings to be held from 10:00 on Monday, 4 November
Members` scheme meetings 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, 4 November
Court hearing to sanction the modified scheme on Tuesday, 12 November
Announcement on SENS notifying scheme members of,
inter alia, results of the modified
scheme on or about Wednesday, 13 November
Announcement in the press notifying scheme
members of, inter alia, results of the
modified scheme on or about Thursday, 14 November
Last day to be registered (expected record date)
to determine participation by scheme participants
in the modified scheme by the close of business on Friday, 15 November
Expected operative date of the modified scheme
on or about Friday, 20 December
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 five business
days of receipt thereof by the receiver and the
transfer secretaries, on or about(3) Friday, 20 December
Expected termination of listing of Molope shares on the
JSE with effect from the commencement of business on Monday, 23 December
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 reconvened 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 Molope creditors and members as contemplated in
paragraph 5 below.
5. CIRCULAR TO MOLOPE CREDITORS AND MEMBERS
A circular to Molope creditors and members, containing detailed information
regarding the modified scheme and incorporating a notice of the reconvened
scheme meetings, will be posted to Molope creditors and members on 18 October
2002.
Johannesburg
18 October 2002
Investment bank and transactional sponsor
PSG Investment Bank
Attorneys to the scheme
Knowles Husain Inc Attorneys
(Registration number 2000/000004/21)
Corporate law advisers
Connie Myburgh (Pty) Limited
Registration number 2002/001957/07
Date: 17/10/2002 05:10:00 PM Produced by the JSE SENS Department
