| Mon 3 Feb 2003, 7:41 | | Results of Scheme Meeting |
|
PRIMEGRO PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/018426/06)
JSE code: PMG ISIN: ZAE000022620
("Primegro")
Fulfilment of the remaining conditions precedent to the scheme
1. RESULTS OF SCHEME MEETING AND IMPLEMENTATION OF THE SCHEME OF ARRANGEMENT
1.1 Introduction
We wish to announce that, at the scheme meeting of the holders of Primegro
unlisted class A debentures ("class A debenture holders") held on Friday, 17
January 2003, the requisite majority of class A debenture holders approved the
scheme of arrangement proposed by Cape of Good Hope Bank Limited ("CGHB") in
terms of section 311 of the Companies Act, No. 61 of 1973, as amended ("the
scheme"), between Primegro and its class A debenture holders as creditors of
Primegro ("the scheme members").
The High Court of South Africa (Transvaal Provincial Division) has sanctioned
the scheme and the Order of Court has been registered by the Registrar of
Companies.
All the remaining conditions precedent relating to the scheme have therefore
been fulfilled by the date originally anticipated in the circular to class A
debenture holders dated 20 December 2002 and the scheme will become operative
with effect from the commencement of business on Monday, 3 February 2003.
1.2 Surrender of documents of title
A form of surrender was included in the circular sent to scheme members dated 20
December 2002 in order to facilitate the surrender of existing class A debenture
certificates.
Scheme members are requested to surrender their documents of title in respect of
all of their class A debentures, if they have not already done so, in order to
receive the scheme consideration. Forms of surrender, together with documents
of title, should be sent to Ultra Registrars (Proprietary) Limited, 11 Diagonal
Street, Johannesburg, 2001 (PO Box 4844, Johannesburg, 2000).
1.3 Payment of scheme consideration
The scheme consideration will be paid on the following bases:
* if documents of title were surrendered on or before Friday, 31 January 2003,
within five business days from the operative date of the scheme, being Monday, 3
February 2003;
* if documents of title are surrendered after Friday, 31 January 2003, five
business days after the surrender thereof,
by cheque (payable in the currency of the Republic of South Africa free of
exchange at Johannesburg) posted or by electronic transfer at the risk of the
scheme member concerned to the registered address of the scheme member, or if an
address has been specified in the form of surrender for the receipt of the cash
consideration, to that address, alternatively, in the case of electronic
transfer, to the bank account specified in the form of surrender.
2. SALIENT DATES
2003
Record date of the scheme - last business day on which scheme
members must be registered in the class A debenture register
of Primegro in order to qualify for the relevant cash
consideration, by close of business Friday, 31 January
Scheme becomes operative Monday, 3 February
3. DOCUMENTATION
Copies of the following documents will be available for inspection at the
registered office of Primegro (18 Rivonia Road, Illovo, Sandton) during normal
office hours (excluding Saturdays, Sundays and South African public holidays) up
to and including the operative date, Monday, 3 February 2003 and for seven days
thereafter:
* signed copies of the scheme;
* the Order of Court convening the scheme meeting; and
* the Order of Court sanctioning the scheme.
Sandton
31 January 2003
Independent advisor to Primegro
Ernst & Young Corporate Finance (Pty) Ltd
(Registration number 2000/031575/07)
Legal advisors to the scheme and legal advisors to Primegro
Jowell, Glyn & Marais
Joint reporting accountants and auditors to Primegro
Deloitte & Touche Chartered Accountants (SA)
Registered accountants and auditors
Schnaid Rubin & Co.
Chartered Accountants (SA)
Proposer
Cape of Good Hope Bank
Date: 03/02/2003 07:02:00 AM Produced by the JSE SENS Department
