Comparex Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1994/002506/06)
("Comparex" or "the company")
Share code: CPX
ISIN: ZAE000016812
Results of general meeting
A general meeting of Comparex shareholders was held at 09h30 on Tuesday, 29
October 2002 ("the general meeting") for the purpose of considering an ordinary
resolution to approve the disposal of the European operations of Comparex
("Comparex Europe") to Montefiore Limited ("Montefiore"), a company incorporated
for the purpose of acquiring Comparex Europe and in which certain members of the
management of Comparex Europe have an interest ("the proposed MBO").
At the general meeting, shareholders were informed of the following developments
relevant to their consideration of the proposed MBO:
Before the general meeting, Montefiore had offered to increase the purchase
price payable under the proposed MBO from:
_10 million (R103,0 million at an exchange rate of R10,3/_1) plus all the shares
in and claims against Mosaic Software Holdings Limited ("Mosaic") held by
Comparex Europe, being approximately 35% of the issued share capital of Mosaic
("the shares and claims in Mosaic"), to
_12,7 million plus the shares and claims in Mosaic ("the revised offer").
On the basis of the revised offer and the fact that the fulfilment of certain of
the conditions precedent (including the approval of the Exchange Control
Division of the South African Reserve Bank) remain outstanding, the agreement
governing the proposed MBO was amended to take into account the revised offer
and to extend the date for fulfilment of these conditions precedent to 30
November 2002.
An offer had been received from Platinum Equity, LLC (a privately owned
technology acquisition firm who had been referred to as "the 3rd Party" in the
announcement dated 28 October 2002). This offer was for a purchase price of _15
million plus the shares and claims in Mosaic, but was subject to other more
onerous terms and certain conditions precedent, including the completion of a
due diligence investigation with the right to walk away and European competition
authority approval. These conditions would increase the risk of completion and
delay implementation.
Following this disclosure and discussion regarding the relative merits of the
competing offers, the resolution to approve the proposed MBO was approved by the
requisite majority of Comparex members and, conditional upon fulfilment of the
outstanding conditions precedent, will be implemented as soon as possible.
Midrand
29 October 2002
Merchant bank and lead transactional sponsor
Investec Corporate Finance
Attorneys Joint sponsor
Cliffe Dekker RMB Corporate Finance
Date: 30/10/2002 07:02:00 AM Produced by the JSE SENS Department
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