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The Laser Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1971/010431/06)
(Share code: LSR ISIN: ZAE000017166)
(www.laser.co.za)
("Laser")
Results of general meeting of Laser shareholders
1. Results of general meeting
Further to the circular to Laser shareholders ("shareholders") dated 11 February
2003 ("the circular") setting out:
- details of an offer by Choice Decisions 217 (Pty) Ltd ("CDPL"), a a company
representing a consortium led by Laser`s Chief Executive Officer Michael Fuller
("Consortium"), to purchase Laser`s Logistics and Human Resources businesses
("disposal");
- a proposed distribution to Laser shareholders, in anticipation of winding-up,
of 296 cents per share ("distribution");
- an offer by CDPL to purchase options to subscribe for shares in Laser ("option
offer"); and
- a proposed members` voluntary winding-up and de-listing of Laser ("winding-
up"),
shareholders are advised that at the general meeting of shareholders held on
Wednesday 5 March 2003, the required majority of shareholders voted in favour of
the ordinary and special resolutions necessary to implement the disposal,
distribution and winding up.
Ordinary resolution number 1, in terms of which Laser proposed the disposal, was
approved by shareholders representing 83% of the votes of those present and
voting at the meeting in respect of that resolution. (Shareholders who are
members of the Consortium were precluded from voting on the resolution relating
to the disposal.) All other resolutions were approved by shareholders
representing 85% of the votes present and voting at the meeting.
The special resolutions passed at the general meeting will be lodged with the
Registrar of Companies for registration in due course.
2. Conditions precedent
All the conditions precedent to the disposal have now been fulfilled.
The distribution and option offer are only subject to the registration of the
special resolution approving the distribution.
The winding-up is only subject to the registration of the special resolution
approving the winding-up and all necessary regulatory approval requirements for
the winding-up.
3. Increase in the distribution
It was stated in the circular that the distribution and the consideration
offered in terms of the option offer ("option consideration") will increase by
an amount equal to interest on the distribution charged at the prime overdraft
rate of interest quoted from time to time by Absa Bank Limited from Tuesday, 11
March 2003 until the date of payment.
It is expected that shareholders will receive the distribution and option
holders, who have accepted the option offer, will receive the option
consideration on Monday, 17 March 2003. Accordingly, the distribution will
increase by 1 cent from 296 cents to 297 cents and the option consideration will
increase by 1 cent.
4. Reminder of remaining salient dates
Last day to trade to be eligible to Friday, 7 March
participate in the distribution on
Suspension of the listing of Laser shares on Monday, 10 March
the JSE from commencement of trade on
Record date to be recorded in the register Friday, 14 March
as a shareholder in order to receive the
distribution at the close of business on
Cheques posted to option holders or Monday, 17 March
designated accounts credited in respect of
the option consideration (at their risk) on
Cheques due in respect of the distribution Monday, 17 March
posted to certificated shareholders (at
their risk) on
Dematerialised shareholders` accounts with a Monday, 17 March
CSDP or broker credited in respect of the
distribution on
Termination of the listing of Laser shares Tuesday, 18 March
on the JSE from commencement of trade on
1. It is anticipated that the winding-up will take approximately six months to
complete.
2. No share certificates may be dematerialised or rematerialised after Friday, 7
March 2003.
Cape Town
5 March 2003
Sponsor to Laser
Nedbank Corporate
Independent advisor to Laser shareholders
Moores Rowland
Reporting accountants to Laser
KPMG
Legal advisor to Laser
Sonnenberg Hoffmann Galombik
Legal advisor to the Consortium
Bernadt Vukic Potash & Getz
Competition law attorneys
Cliffe Dekker
Corporate advisor to the Consortium
Absa Corporate and Merchant Bank Corporate Finance
Date: 05/03/2003 03:19:05 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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