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Johnnic - Results Of The General Meeting And Final Terms Of The Unbundling
Johnnic Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1889/000429/06)
("Johnnic")
ISIN Code: ZAE000024352
SHARE Code: JNC
RESULTS OF THE GENERAL MEETING AND FINAL TERMS OF THE UNBUNDLING
1. INTRODUCTION
Further to the announcement published in the press on 13 May 2003 and the
circular posted to shareholders of Johnnic ("shareholders") on 16 May 2003,
Standard Corporate and Merchant Bank is authorised to announce that at the
general meeting of shareholders held on Tuesday, 3 June 2003, the requisite
majority of shareholders voted in favour of the ordinary resolutions necessary
to implement the distribution in specie by Johnnic to its shareholders, recorded
in the register at the close of business on Friday, 20 June 2003 ("the record
date"), of substantially all of its shareholding in MTN Group Limited ("MTN
Group") ("the unbundling").
The unbundling will be effected in terms of section 90 of the Companies Act,
1973 (Act 61 of 1973), as amended, and in accordance with section 46 of the
Income Tax Act, (Act 58 of 1962), as amended.
The table of entitlement in respect of the Johnnic unbundling will be as
follows:
Number of MTN Group shares to Number of MTN Group shares to
be unbundled be unbundled per Johnnic share
("the unbundling ratio")
526 743 001 3.16473
The unbundling ratio will be applied to the aggregate number of Johnnic shares
held by each Johnnic shareholder on the record date and the resultant number of
shares will be rounded down to the nearest whole number if it is less than 0.5
and will be rounded up to the nearest whole number if it is equal to or greater
than 0.5.
2. JOHNNIC REMAINING ASSETS AND LISTING
Subsequent to the unbundling, Johnnic"s listing will be transferred from the
Telecommunications Services - "Wireless Telecommunications Services" sector to
the Media and Photography - "Publishing and Printing" sector of the JSE
Securities Exchange South Africa ("JSE") list on 13 June 2003 (not 23 June 2003
as was previously stated in the terms announcement published on 16 May 2003).
3. IMPLEMENTATION OF THE UNBUNDLING
The last date to trade in Johnnic shares on the JSE in order to participate in
the unbundling will be Thursday, 12 June 2003.
Shareholders will be entitled to trade the MTN Group shares, which they will
receive upon implementation of the unbundling from Friday, 13 June 2003. Share
certificates in respect of MTN Group shares will be posted to certificated
Johnnic shareholders or MTN Group shares will be credited to dematerialised
shareholders" CSDP or broker accounts on Monday, 23 June 2003.
Midrand
3 June 2003
Merchant Bank and transactional sponsor
Standard Corporate and Merchant Bank
(A division of The Standard Bank of South Africa Limited)
(Registration number 1962/000738/06)
Attorneys
Webber Wentzel Bowens
Auditors
Deloitte & Touche
Tax Advisers
Deloitte & Touche
Sponsor
Merrill Lynch South Africa (Pty) Ltd
(Registration number 1995/001805/07)
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