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Truworths - Results of annual general meeting and finalisation information
relating to the odd-lot offer
Truworths International Limited
(Incorporated in the Republic of South Africa)
(Registration number 1944/017491/06)
Share code: TRU ISIN: ZAE000028296
("Truworths" or "the company")
Results of annual general meeting and finalisation information relating to the
odd-lot offer
1. Introduction
Shareholders are referred to the company`s annual general meeting notice dated
23 August 2002. This notice inter alia contained details of the proposed odd-lot
offer to those Truworths shareholders holding less than 100 shares ("odd-lot
holders") at the close of business on Friday 13 December 2002 ("the record
date").
2. Results of annual general meeting
All special and ordinary resolutions set out in the notice, including those
required to give effect to the odd-lot offer, were passed by the requisite
majority of shareholders at the annual general meeting held on Wednesday 6
November 2002. The special resolutions have been submitted to the Registrar of
Companies for registration.
3. Offer price
The odd-lot offer will be implemented at a price of 584 cents per share ("the
offer price"), being the volume weighted average traded price of Truworths
shares on the JSE Securities Exchange South Africa over the 5 trading days ended
at the close of business on Friday 8 November 2002.
4. Mechanism of the odd-lot offer
The odd-lot offer will be implemented on the basis that odd-lot holders may, up
to 16:00 on Friday 13 December 2002, elect to:
- Sell their odd-lot holdings at a 5% premium to the offer price ("the cash
alternative"); or
- Purchase additional shares at the offer price in order to increase their
holdings to 100 shares ("the purchase alternative"); or
- Retain their odd-lots.
Those odd-lot holders reflected as such on the record date who have not made an
election by 16:00 on Friday 13 December 2002 will be deemed to have agreed to
sell their odd-lots. Their shares will be sold to those odd-lot holders who
elect the purchase alternative or to Truworths, as the case may be.
To the extent that there are insufficient odd-lots arising from shareholders
electing the cash alternative to satisfy the requirements of those odd-lot
holders who have elected the purchase alternative, Truworths will issue new
shares at the offer price.
5. Salient dates
The salient dates relative to the odd-lot offer are set out below:
2002
Annual general meeting of members held on Wednesday 6 November
Finalisation announcement published on Monday 11 November
Election period for the odd-lot offers
opens on Monday 18 November
Last day to trade in order to participate
in the odd-lot offer 17:00 on Friday 6 December
Election period for the odd-lot offer
closes at 16:00 on Friday 13 December
Form of election for the odd-lot offer to
be received by (see Note 4) 16:00 on Friday 13 December
Record date to determine qualifying
shareholders 17:00 on Friday 13 December
Implementation of the odd-lot offer takes
effect 17:00 on Friday 13 December
Implementation announcement published on Tuesday 17 December
New share certificates posted or safe
custody accounts updated on Tuesday 17 December
Cheques posted, or electronic transfers
made, on surrender of certificates in
respect of certificated shareholders from Tuesday 17 December
Accounts at CSDPs or brokers in respect of
dematerialised shareholders credited on Tuesday 17 December
Notes:
1. All times shown are South African local times.
2. The above dates and times are subject to amendment. Any amendment will be
published in the press and via SENS.
3. No shares may be re- or de-materialised between Monday 9 and Friday 13
December 2002, both days inclusive.
4. Dematerialised shareholders are required to notify their duly appointed CSDP
or broker of their instructions in respect of the odd-lot offer in the manner
stipulated in the agreement between them and their CSDP or broker.
Cape Town 11 November 2002
Sponsor:
HSBC Investment Services (Africa) (Pty) Ltd
(Registration number 1984/001736/07)
Date: 11/11/2002 08:12:00 AM Produced by the JSE SENS Department
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