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Release Date: 01/04/2003 17:18:02 Code(s): NDS
NANDO"S GROUP HOLDINGS LIMITED - RESULTS ANNOUNCEMENT
Nando"s Group Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1994/007318/06)
Share code NDS ISIN ZAE000029765
("NGH" or "the Company")
Results announcement
1. Introduction
Rand Merchant Bank is authorised to announce that:
- at a scheme meeting held on Wednesday 19 March 2003, the
requisite majority approved the scheme of arrangement ("the scheme")
proposed by Brozent Holdings (Pty) Limited between NGH and its
shareholders other than NER Investments (Pty) Limited, Max Brozin
Investment Corporation (Pty) Limited, Circuit Finance (Pty) Limited,
Brozent Securities (Pty) Limited, Brotrade (Pty) Limited and certain
members of management ("the minority shareholders");
- the scheme was sanctioned by the High Court of South Africa
(Witwatersrand Local Division) on Tuesday 1 April 2003
- the Order of Court has been lodged with the Registrar of
Companies for registration.
On registration of the Order of Court by the Registrar of Companies,
the last of the conditions precedent will be fulfilled and the scheme
will become operative on Monday 14 April 2003.
2. Reminder of remaining salient dates
2003
Last day to trade for minority shareholders Friday 4 April
wishing to receive the scheme consideration on
Suspension of listing of NGH shares at Monday 7 April
commencement of trading on
Record date for shareholders to be recorded in the Friday 11 April
register to receive the scheme consideration by
close of business on
Operative date of the scheme at the commencement Monday 14 April
of trading on
Scheme consideration cheques posted to Monday 14 April
certificated minority shareholders (if documents
of title are received on or prior to the
consideration record date) on
or, failing receipt of documents of title on or
before the consideration record date, within five
business days of receipt thereof by the transfer
secretaries
Dematerialised minority shareholders have their Monday 14 April
safe custody accounts held at their CSDP"s or
broker credited with the scheme consideration on
Termination of listing of the shares on the JSE at Tuesday 15 April
the commencement of trading on
Note:
No dematerialisation or rematerialisation of NGH share certificates
will take place after Friday 4 April 2003.
Sandton
1 April 2003
Merchant bank and sponsor to NGH
RAND MERCHANT BANK
A division of FirstRand Bank Limited
CORPORATE FINANCE
Attorneys to NGH
WERKSMANS INCORPORATED
(Registration number 1990/007215/21)
Corporate law advisors and consultants to NER and Capricorn
EDWARD NATHAN & FRIEDLAND
EDWARD NATHAN & FRIEDLAND (PTY) LTD
(Registration number 1999/026464/07)
www.enf.co.za
Independent advisor
NEDBANK CORPORATE
Advisor and lender to Brozent
Investec Bank Limited
(Registration number 1969/004768/06)
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