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Women Investment Portfolio Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1996/001291/06)
Share code: WPH ISIN: ZAE000017752
("WIPHOLD" or "the Company")
RESULTS OF SCHEME AND GENERAL MEETINGS AND SANCTIONING OF THE SCHEME
1. RESULTS OF SCHEME MEETING
Further to the announcement dated 18 December 2002 and the circular dated 5
February 2003, WIPHOLD shareholders are advised that at the scheme meeting held
on Monday, 10 March 2003, a requisite majority representing 32 963 619 of the 32
964 119 votes exercisable by the WIPHOLD B shareholders present and voting at
the scheme meeting (i.e.: 99,998%), 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 Old Mutual
(South Africa) Limited and its wholly-owned subsidiaries, Gloria Tomatoe Serobe,
Louisa Madiako Mojela and WIPHOLD Investment Trust ("the Proposer") between
WIPHOLD and its B shareholders other than certain excluded B shareholders. One B
shareholder representing 500 WIPHOLD B shares abstained from voting on the
scheme. In terms of the scheme, WIPHOLD will repurchase all the B shares held by
its shareholders (other than the Proposer and certain excluded B shareholders)
for a cash consideration of 200 cents per B share held on the record date, being
Friday, 28 March 2003.
2. RESULTS OF GENERAL MEETING
At the general meeting of shareholders of WIPHOLD held on Monday, 10 March
2003, WIPHOLD shareholders present in person or by proxy, unanimously passed the
special resolution ("the special resolution") authorising the Company to make a
specific repurchase of all its B shares other than those held by the Proposer
and certain excluded B shareholders.
3. SANCTIONING OF THE SCHEME
The High Court of South Africa (Transvaal Provincial Division) sanctioned the
scheme on Tuesday, 18 March 2003.
4. REGISTRATION OF SPECIAL RESOLUTION AND ORDER OF COURT
Registration by the Registrar of Companies of the special resolution and the
Order of Court sanctioning the scheme is expected to take place on Thursday, 20
March 2003.
5. SURRENDER PROCEDURES
A surrender circular containing details of the surrender procedures for
existing WIPHOLD documents of title will be issued to certificated WIPHOLD
shareholders on Monday, 24 March 2003. The salient dates and times, announced on
18 December 2002 and repeated in the circular dated 5 February 2003, remain
unchanged.
Johannesburg
19 March 2003
Corporate advisers to WIPHOLD
HJS Advisory Services (Pty) Ltd
(Registration no 2002/012957/07)
Lead sponsor
Nedbank
Corporate Banking
A division of Nedbank Limited
(Reg. No. 1951/000009/09)
Corporate law advisers and consultants to WIPHOLD and WIPHOLD Investment Trust
Edward Nathan & Friedland (Pty) Ltd
Corporate Law advisers & Consultants
(Registration number 1999/026464/07)
Joint sponsor
Wipcapital (Proprietary) Ltd
(Registration number 1997/021195/07)
Attorneys to the scheme
Knowles Husain Lindsay Inc Attorneys
(Registration number 2000/000004/21)
Advisers to independent directors of WIPHOLD
PricewaterhouseCoopers
Corporate Finance (Pty) Ltd
(Registration number 1970/003711/07)
Transfer secretaries
Computershare Services Limited
(Registration number 1958/003546/06)
Corporate advisers to Old Mutual
OLD MUTUAL
Specialised Finance
(Registration number 1998/013266/07)
Reporting accountants and auditors
Deloitte & Touche Chartered Accountants (SA)
Registered accountants and auditors
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