ANNOUNCEMENT REGARDING THE PUT OPTIONS
1. INTRODUCTION
The announcement dated 10 December 2002 regarding, inter alia, the exercise of
the put options granted to shareholders in Glocash Investments Limited
("Glocash") recorded on the register on 28 December 2001, as disclosed in the
circular to Glocash shareholders dated 16 November 2001 ("the put options"),
informed unitholders that options had purportedly been exercised over
substantially more units than could possibly have been the subject of the put
option. The 10 December 2002 announcement stated that it appeared that the put
option had been correctly exercised over only 76 321 linked units and that
linked unitholders would be informed of the proposed course of action once
clarity had been achieved. Subsequent to 10 December 2002, put options over an
additional 4 364 395 linked units have been accepted as having been validly
exercised, making a total of 4 440 716 linked units in respect of which the put
options have been validly exercised ("the correctly exercised put options").
2. THE POSITION OF FAIRVEST REGARDING THE PUT OPTIONS
The directors of Fairvest have received an opinion from the company"s legal
advisers that linked unitholders holding the eligible linked units and who
attempted to exercise the put option other than the correctly exercised put
options ("the balance of the eligible put options") were exercised in terms of
an incorrect procedure. The directors of Fairvest do not have the right to
accept a put option that has not been validly exercised. Accordingly, only put
options over the 4 440 716 linked units that have been validly exercised have
been accepted. The correctly exercised put options have been exercised one half
against the company and one half against Mr NG Vontas, at a price of 155.9 cents
per unit. The holders of the linked units concerned have either already been
paid or are in the course of being paid.
3. OFFER BY MR NG VONTAS
In view of the level of non-compliance with the procedures laid down and the
fact that there could be a negative impact on the company if the balance of the
put options is not accepted, Mr NG Vontas, who is CEO of the company and a major
shareholder and in any event responsible for the acceptance of 50% of validly
exercised put options, has decided to personally accept the balance of the
eligible put options in order to protect shareholders" interests.
Eligible linked unitholders who have not yet received notification that the
exercise of their put options has been accepted are invited to submit proof of
the eligibility of their claims in a form acceptable to Mr NG Vontas.
Acceptable forms would include, inter alia, a share certificate or statement
dated prior to the record date which was 28 December 2001, statements from a
CSDP, broker, portfolio manager or similar showing that the relevant holding was
continuous or other evidence. In the event that such evidence is not available,
linked unitholders are invited to contact Mr NG Vontas at Fairvest Property
Holdings Limited, 43 Wierda Road West, Wierda Valley, Sandton (PO Box 787133,
Sandton, 2024) or on (011) 884 9089. Mr NG Vontas will process these claims
only once the circular to linked unitholders detailing intended changes to the
company has been sent to linked unit holders. It is not possible at this stage
to determine the probable date of such circular.
Profile Group (Pty) Ltd. has taken care in preparing all information on this website, but does not accept any liability for errors or out-of-date information.
