| Mon 23 Dec 2002, 12:35 | | Results Of Offer By Time Quantum (Gauteng) To Shar |
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Results Of Offer By Time Quantum (Gauteng) To Shareholders Of Crux ("Offer")
Crux Technologies Limited Time Quantum Consulting
(Incorporated in the Republic of (Gauteng) (Proprietary) Limited
South Africa) (Incorporated in the Republic of
South Africa)
(Registration number 1998/012784/06) (Registration number 2002/007155/07)
(Share code: CRX ISIN: ZAE000015855)("Time Quantum (Gauteng)")
("Crux")
RESULTS OF OFFER BY TIME QUANTUM (GAUTENG) TO SHAREHOLDERS OF CRUX ("OFFER")
AND
THE DELISTING OF THE SHARES OF CRUX FROM THE JSE SECURITIES EXCHANGE SOUTH
AFRICA (JSE")
Results of offer
Shareholders of Crux are referred to the announcements of 31 October 2002 and 29
November 2002, and to the circular to shareholders of Crux dated 29 November
2002 ("the circular"), in terms of which, Time Quantum (Gauteng) made an
irrevocable cash offer to acquire the ordinary shares ("shares") of Crux held by
shareholders, other than the 61 265 838 shares held by Time Quantum (Gauteng)
and its associates and the 26 457 570 shares ("treasury shares") owned by, or on
behalf of, Crux Information Technologies (Proprietary) Limited ("CruxInfoTech"),
for an offer consideration, in cash, of either five cents per share ("five cents
offer"), or four cents per share plus an agterskot payment ("four cents offer").
The offer closed at 16:00 on Friday, 20 December 2002. Of the 113 650 795
shares which comprised the offer ("offer shares"), acceptances of the offer were
received in respect of a total of 95 267 316 offer shares (83,82% of the offer
shares), on the following basis:
in respect of the four cents offer - 1 965 503 offer shares; and
in respect of the five cents offer - 93 301 813 offer shares.
Following the offer, Time Quantum (Gauteng) and its associates jointly hold a
total of 156 533 154 shares in Crux, which constitutes approximately 89,5% of
Crux`s issued share capital (excluding the treasury shares).
As the offer has been accepted in respect of less than 90% of the offer shares,
Time Quantum (Gauteng) is unable to invoke the provisions of section 440K of the
Companies Act, 1973 (Act 61 of 1973), as amended, to compulsorily acquire the
remaining offer shares.
Delisting of the shares of Crux on the JSE and reminder of important dates
At the general meeting of Crux held at 10:00 on Thursday, 19 December 2002, the
ordinary resolution necessary to approve the voluntary delisting of the shares
of Crux on the JSE was duly passed by the required majority. Accordingly,
shareholders are reminded of the following important dates for the payment of
the offer consideration and the suspension and delisting of the shares of Crux
on the JSE:
2002
Offer consideration paid to shareholders who have
accepted the four cents offer or the five cents
offer, on the basis of and subject to the terms and Monday, 23 December
conditions of the offer as detailed in the
circular, on
2003
Last day to trade in shares of Crux on the JSE Friday, 3 January
prior to suspension, on
Listing of shares of Crux on the JSE suspended, Monday, 6 January
from commencement of trade on the JSE on
Record date for purposes of the delisting of Crux Friday, 10 January
on the JSE on
Listing of shares of Crux on the JSE terminated, Monday, 13 January
from commencement of trade on the JSE on
Note
Share certificates may not be dematerialised after Friday, 3 January 2003.
Effect of the delisting of the shares of Crux on the JSE
As Time Quantum (Gauteng) has received insufficient acceptances of the offer to
compulsorily acquire the balance of the shares of Crux not owned by it,
shareholders who have not accepted the offer will become shareholders in an
unlisted company.
As explained in the circular, the delisting in no way affects the Company`s
existing share capital structure or the rights of shareholders as shareholders
of Crux. Crux remains a juristic person in terms of and subject to all
requirements and obligations imposed by the Companies Act. Furthermore, Crux
will endeavour to facilitate tradability in its shares through an `over the
counter market` dealing system ("OTC"). Unlike STRATE, trades in OTC are
settled physically in certificated form. In this regard, Crux`s transfer
secretaries will inform the respective Central Securities Depositary Participant
or stockbroker ("CSDP"), as the case may be, appointed by individual
shareholders that the shares of Crux have been delisted and are accordingly
required to be rematerialised. Thereafter, at the request of CSDP`s, the
transfer secretaries will ensure that share certificates arising from
rematerialised shares are posted to relevant shareholders.
Midrand
20 December 2002
Independent
Transaction adviser to consultant to Time Independent legal
Time Quantum (Gauteng) Quantum (Gauteng) adviser to Time
Quantum (Gauteng)
PricewaterhouseCoopers DP Cohen Consulting
CorporateFinance (Pty) (Proprietary) Mallinicks Attorneys
Ltd logo Limited
Sponsor to Crux Independent Independent Reporting
financial legal adviser accountants to
Grant Thornton adviser to Crux to Crux Crux
Kessel Feinstein
Corporate Sponsors Barnard Jacobs Webber Wentzel Grant Thornton
(Pty) Ltd Mellet Bowens Kessel Feinstein
Corporate Chartered
Finance Accountants (SA)
Date: 23/12/2002 07:28:22 AM Produced by the JSE SENS Department
