| Tue 1 Apr 2003, 17:45 | | Announcement relating to the Company's disposal of |
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Announcement relating to the Company"s disposal of it"s
Nando"s Group Holdings Limited ("Nando"s") shares and specific
repurchase
Brimstone shareholders are referred to the circular dated 21
February 2003 relating to:
- the proposed disposal by Brimstone of its interest in 77 688
700 ordinary shares in the share capital of Nando"s; and
- the proposed specific repurchase by Brimstone of 3 599 400
Brimstone ordinary shares and 71 937 034 Brimstone "N"
ordinary shares ("specific repurchase").
Brimstone shareholders are advised that the scheme of
arrangement proposed by Brozent Holdings (Pty) Limited between
Nando"s and its shareholders other than certain excluded
parties was sanctioned by the High Court of South Africa
(Witwatersrand Local Division) on Tuesday 1 April 2003 and the
Order of Court 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 to the scheme
will be fulfilled and the scheme will become operative on
Monday, 14 April 2003 ("operative date"). Brimstone will
receive the cash consideration due to it pursuant to the
scheme on the operative date and will immediately implement
the specific repurchase.
Brimstone will treat the shares repurchased by it as follows:
62 192 957 Brimstone "N" ordinary shares will be cancelled;
and
3 599 400 Brimstone ordinary shares and 9 744 077 Brimstone
"N" ordinary shares will be retained as treasury stock by a
wholly owned subsidiary of Brimstone, being the maximum number
of such shares that can be held.
Cape Town
1 April 2003
Investment bank and sponsor
Nedbank Corporate
Corporate law advisers and consultants to Brimstone
Edward Nathan & Friedland (Pty) Limited
Independent advisers
Deloitte & Touche Corporate Finance
Reporting accountants
Deloitte & Touche Chartered Accountants (SA)
TO BE PUBLISHED ON SENS AND PRESSONLY
-logo-BRIMSTONE INVESTMENT CORPORATION LIMITED
(Registration number 1995/010442/06)
(Incorporated in the Republic of South Africa)
ISIN Number: ZAE000015277 Share Code: BRT
ISIN Number: ZAE000015285 Share Code: BRN
("Brimstone")
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")
Announcement relating to the Nando"s Group Holdings Limited
("Nando"s") scheme and specific repurchaseResults of scheme
meetingBrimstone Shareholder Meetings
SBrimstone shareholders are referred to the circular dated 21
February 2003 relating to:
the proposed disposal by Brimstone of its interest in 77 688
700 ordinary shares in the share capital of Nando"s Group
Holdings Limited ("Nando"s"); and
the proposed specific repurchase by Brimstone of 3 599 400
Brimstone ordinary shares and 71 937 034 Brimstone "N"
ordinary shares ("specific repurchase").
Brimstone shareholders are advised advised tthat the scheme of
arrangement proposed by Brozent Holdings (Pty) Limited
("Brozent") in terms of section 311 of the Companies Act, 1973
(Act 61 of 1973), as amended, between NGH and its shareholders
other than Brozent, 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, was approvedagreed
to by the requisite majority of scheme members at the scheme
meeting held on Wednesday 19 March 2003.at the Brimstone
general meeting, Brimstone ordinary shareholders" meeting and
Brimstone "N" ordinary shareholders" meeting, all held on
Monday,
17 March 2003, the requisite majorities of shareholders
approved the disposal by Brimstone of its interest of 77 688
700 ordinary shares in the share capital of Nando"s Group
Holdings Limited ("Nando"s") and the specific repurchase of 3
599 400 Brimstone ordinary shares and up to 71 937 034
Brimstone "N" ordinary shares.
The Nando"s scheme meeting will be held on Wednesday, 19 March
2003 to approve the scheme of arrangement proposed by Brozent
Holdings (Pty) Limited between Nando"s and its shareholders
other than certain excluded parties, in terms of which all the
issued shares in the capital of Nando"s (other than those held
by the excluded parties) will be acquired for 70 cents per
share, was sanctioned by the High Court of South Africa
(Witwatersrand Local Division) on Tuesday 1 April 2003 and the
Order of Court lodged with the Registrar of Companies for
registration.
Accordingly on Tuesday 1 April 2003, application will be made
to the High Court of South Africa (Witwatersrand Local
Division), situated at the High Court building,Von Brandis
Square, corner Pritchard and Von Brandis Streets ,
Johannesburg to sanction the scheme, on Tuesday 1 April 2003
at 10:00 or so soon thereafter as Counsel may be heard..
On registration of the Order of Court by the Registrar of
Companies, the last of the conditions precedent to the scheme
will be fulfilled and the scheme will become operative on
Monday, 14 April 2003 ("operative date"). Brimstone will
receive the cash consideration due to it pursuant to the
scheme on the operative date and will immediately implement
the specific repurchase.
Brimstone will treat the shares repurchased by it as follows:
62 192 957 Brimstone "N" ordinary shares will be cancelled;
and
3 599 400 Brimstone ordinary shares and 9 744 077 Brimstone
"N" ordinary shares will be retained as treasury stock by a
wholly owned subsidiary of Brimstone, being the maximum number
of such shares that can be held..
A further announcement regarding the outcome of the
application to the Court will be publishedmade on or about
Wednesday 2 April 2003.Nando"s scheme meeting will be released
on Wednesday, 19 March 2003.
Cape Town
Sandton
13 April 2003197 20 March 2003
Investment bank and sponsor
Nedbank Corporate
Corporate law advisers and consultants to Brimstone
Edward Nathan & Friedland (Pty) Limited
Independent advisers
Deloitte & Touche Corporate Finance
Reporting accountants
Deloitte & Touche Chartered Accountants (SA)
