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Masonite - Results of general and scheme meetings
Masonite (Africa) Limited
(Incorporated in the Republic of South Africa)
(Registration number 1942/015502/06)
Share code MAS ISIN code ZAE000004289
("Masonite")
Results of general and scheme meetings
Introduction
Shareholders are advised that at the scheme meeting held at 10:45 on Monday,
28 October 2002 approval was not obtained from the requisite majority of scheme
members present and voting in person or by proxy in respect of the scheme of
arrangement ("the scheme") in terms of section 311 of the Companies Act (Act No
61 of 1973), as amended ("the Act"), proposed by Masonite International
Corporation ("MIC"), Masonite and Masonite Investment Company (Proprietary)
Limited between Masonite and its shareholders other than MIC in terms of which
MIC would have acquired the issued share capital of Masonite not already owned
by MIC.
Shareholders are further advised that at the general meeting held at 10:30 on
Monday, 28 October 2002 approval of the specific share repurchase in terms of
sections 85 and 89 of the Act was not obtained from the requisite majority of
members present and voting at the general meeting.
As a consequence of the above, Masonite shareholders will not receive the scheme
consideration of 1 200 cents per Masonite share offered by MIC.
The listing of Masonite on the JSE Securities Exchange South Africa will
accordingly neither be suspended nor terminated as contemplated in the scheme.
Results of the meetings
An aggregate of 1 182 677 Masonite shares were cast in favour of the scheme,
representing 59,5% of votes held by shareholders present in person or
represented by proxy at the scheme meeting. In respect of 191 000 shares cast
against the scheme, the form of proxy was found to be defective and the chairman
of the scheme meeting has informed the shareholder concerned that the form of
proxy must be rectified by 17:00 on Tuesday, 29 October 2002 in order to be
counted in the result of the scheme meeting. As at the time of this
announcement, this defect has not been rectified. Rectification will however
not affect the outcome of the scheme.
An aggregate of 1 179 192 Masonite shares were cast in favour of each of the
resolutions at the general meeting, representing 62,0% of votes held by
shareholders present in person or represented by proxy at the general meeting.
Documents of title
Masonite shareholders whose shares have been dematerialised need take no action.
Masonite shareholders who have not yet dematerialised their Masonite shares and
who have surrendered their documents of title in anticipation of the scheme
becoming operative will have their documents of title returned to them by the
transfer secretaries by registered post, at shareholders` risk, by Monday,
4 November 2002.
MASONITE SHAREHOLDERS WHO HAVE QUERIES REGARDING THIS ANNOUNCEMENT OR THE
CONTENT TO WHICH IT RELATES SHOULD CALL THE TOLL-FREE HELPLINE PROVIDED BY
GEORGESON SHAREHOLDER ON 0800 203 966
Durban
28 October 2002
Sponsor to Masonite and Attorneys
Investment Bank to MIC
Nedcor Investment Bank Limited Cox Yeats Attorneys
Independent Financial Advisor Auditors and Reporting
to Masonite Accountants to Masonite
Ernst & Young Corporate KPMG
Finance
Date: 28/10/2002 05:47:04 PM Produced by the JSE SENS Department
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