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PSG /PSG Group/ABSA Group - RESULTS OF SCHEME AND OTHER MEETINGS
PSG INVESTMENT BANK PSG GROUP LIMITED Absa Group Limited
HOLDINGS LIMITED
(Incorporated in the (Incorporated in the (Incorporated in the
Republic of South Republic of South Republic of South
Africa) Africa) Africa)
(Registration number: (Registration number: (Registration number:
1998/017358/06) 1970/008484/06 1986/003934/06)
Share code: PGH ISIN: Share code: PSG JSE code: ASA Issuer
ZAE000018818 ISIN: ZAE000013017) code: AMAGB
("PSGBH") ("PSG Group") ISIN: ZAE 000013389
("Absa")
RESULTS OF SCHEME AND OTHER MEETINGS
1. Results of scheme meeting
Further to the announcement dated 14 February 2003, PSGBH shareholders are
advised that at the scheme meeting held on Monday, 10 March 2003, a
majority in number representing 99.74% of the votes exercisable by PSGBH
shareholders present and voting at the scheme meeting in person or by
proxy, approved, without modification, the scheme of arrangement in terms
of section 311 of the Companies Act, 1973 (Act 61 of 1973), as amended
("the scheme"), proposed by Absa Group Limited ("Absa") between PSGBH and
its shareholders.
2. Results of other meetings
At the general meetings of shareholders of PSGBH and PSG Group, all
ordinary resolutions proposed (relating to the disposal by PSG Group of its
56,5% interest in PSGBH to Absa pursuant to the scheme, the disposal of
certain assets and liabilities by PSBH to PSG Group and cash distributions
to PSGBH and PSG Group shareholders) were passed by the requisite
majorities.
3. Application to Court
Application will be made to the High Court of South Africa (Witwatersrand
Local Division) ("the Court") to sanction the scheme on Tuesday, 18 March
2003 at 10:00 or as soon thereafter as Counsel may be heard. If the scheme
is sanctioned by the Court, the only remaining condition precedent to which
the scheme will be subject, will be the registration of the Order of Court
sanctioning the scheme by the Registrar of Companies.
4. Further announcement
A further announcement regarding the outcome of the application to the
Court and details of the surrender procedures for existing PSGBH documents
of title will be made at the appropriate times.
The salient dates and times, announced on 14 February 2003, remain
unchanged.
Johannesburg
10 March 2003
Lead sponsor to PSG Independent advisor Merchant Bank and
Group and PSGBH to PSGBH joint sponsor to
Absa
PricewaterhouseCoop Rand Merchant Bank Absa Corporate and
ers Corporate Finance Merchant Bank
Corporate Finance Corporate Finance
(Pty) Ltd
Joint sponsor and Reporting Lead sponsor to
corporate adviser accountants Absa
to PSG Group and
PSGBH PricewaterhouseCoop Merrill Lynch South
ers Inc Africa (Pty) Ltd
PSG Capital Limited Chartered
Accountants (SA)
Attorneys to PSG Attorneys to PSGBH Attorneys to Absa
Group and the scheme
Jan S. de Fluxmans Attorneys Cliffe Dekker Inc.
Villiers
Attorneys
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