| Fri 11 Apr 2003, 16:11 | | Jse: Rah |
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REAL AFRICA HOLDINGS LIMITED - RESULTS OF GENERAL MEETING
REAL AFRICA HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1994/003919/06)
Share code: RAH
ISIN code: ZAE000008702
("RAH")
RESULTS OF GENERAL MEETING
1. Introduction
Standard Corporate and Merchant Bank is authorised to announce that at the RAH
general meeting held on Friday, 11 April 2003, the ordinary resolution and the
special resolution were approved by the requisite majorities. Shareholders
representing 76% of RAH"s issued share capital were in attendance at the general
meeting either in person or by proxy. The ordinary resolution and special
resolution were respectively approved by 100% and 98.58% of the shareholders
present either in person or by proxy. The special resolution will be registered
with the Companies and Intellectual Property Registration Office on Monday,
14 April 2003.
2. Ratios of entitlement
Shareholders are advised that the suspensive condition ("the suspensive
condition") relating to the disposal by RAH of its entire shareholding in Ocfish
Holding Company Limited to Public Investment Commissioners ("the transaction")
is still unfulfilled. RAH will publish an announcement in due course concerning
this transaction. Accordingly, the initial distribution, as detailed in the
circular to RAH shareholders dated 20 March 2003 ("the circular"), will comprise
only of Afrox Healthcare Limited ("Afrox Health") shares and cash as set out in
the table below.
Ratio of
entitlement
per 100 RAH
shares
Afrox Health shares 10.16472 (1)
Cash R134.00 (2)
Notes:
1. Based on 37 788 116 Afrox Health shares held and 371 757 625 RAH shares in
issue.
2. Based on R498.2 million cash and 371 757 625 RAH shares in issue.
3. Remaining salient dates and times
Shareholders are further reminded of the following remaining salient dates and
times:
2003
Last date to trade RAH shares in order to Wednesday, 23
participate in the initial distribution April
Shareholders entitled to trade their Afrox Thursday, 24
Health shares in dematerialised form April
Record date (shareholders must be recorded Friday, 2 May
in the RAH shareholders" register by the
close of business (16:00) on this date)
Posting of the Afrox Health share Monday, 5 May
certificates or crediting the safe custody
accounts at the Central Securities
Depository Participant ("CSDP") or broker,
as appropriate
Cheques posted or accounts credited as Monday, 5 May
appropriate, in respect of the cash
distribution
As regards the RAH shareholders in the Monday, 12 May
jurisdictions that are not entitled to
receive Afrox Health shares, cheques will
be posted or accounts will be credited on
this date in respect of the proceeds (cash
net of selling costs) from the sale of
Afrox Health shares
Notes:
1. Share certificates may not be dematerialised or rematerialised between
Thursday, 24 April 2003 and Friday, 2 May 2003, both days inclusive. RAH
certificated shareholders who are entitled to the Afrox Health shares will
receive their Afrox Health shares in certificated form.
2. If RAH shareholders are in any doubt as to what action to take, they are
advised to consult their banker, CSDP, broker, attorney, legal adviser,
accountant or other professional advisor immediately.
4. Subsequent distributions
As outlined in the circular, RAH will dispose of and/or distribute to its
shareholders the remaining assets other than its investments in Real Africa
Asset Management (Proprietary) Limited and Afrisun Leisure Investments
(Proprietary) Limited. Further announcements will be made when appropriate in
the press regarding such disposals and/or distributions.
5. Change of registered address
Shareholders are further advised that RAH intends to change its registered
address with effect from 1 May 2003 to Peter Place Office Park, 54 Peter Place,
Bryanston, 2021. RAH"s new telephone number will be (011) 463-0300.
Houghton
11 April 2003
Merchant Bank and Sponsor
Standard Corporate and Merchant Bank
(Registration number 1962/000738/06)
(A division of the Standard Bank of
South Africa Limited)
Corporate law advisers and
consultants
Edward Nathan & Friedland
(Proprietary) Limited
(Registration number
1999/026464/07)
Reporting accountants and auditors
PricewaterhouseCoopers Inc
Chartered Accountants (SA)
Registered Accountants and Auditors
(Registration no. 1998/012055/21)
