| Tue 10 Jun 2003, 10:19 | | Results Of The General Meeting |
|
Coronation Holdings Limited -
Coronation Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1902/001739/06)
JSE share codes:
Ordinary shares CRH ISIN: ZAE000001772
"N" ordinary shares CRN ISIN: ZAE000010369
RESULTS OF THE GENERAL MEETING
1. RESULTS OF THE GENERAL MEETING
At the general meeting of Corohold ordinary and `N" ordinary shareholders held
on Monday, 9 June 2003, resolutions were duly passed by the requisite majority
of shareholders giving effect to:
- the sale by Corohold to Coronation Investments and Trading Limited ("CIT") of
the Coronation Capital Limited shares, the African Harvest Limited shares and
certain other assets for a cash consideration of R2.129 billion and the
assumption by CIT of certain liabilities in the amount of R523 million ("the
Corohold asset sale");
- the reduction of the share premium account by R1 211 046 978, from R1 211 603
422 to R556 444, in accordance with the provisions of section 90 of - the
Companies Act 61 of 1973 (as amended), by way of a cash payment to the Company"s
shareholders of 1 584 cents per ordinary and/or `N" ordinary share ("the
repayment of share premium");
- the unbundling, as contemplated in section 46 of the Income Tax Act 58 of 1962
(as amended), by Corohold to its shareholders of the entire issued ordinary
share capital of Coronation Fund Managers Limited ("CFM") as a dividend in
specie, in the ratio of five CFM shares per Corohold ordinary and/or `N"
ordinary share ("the CFM unbundling");
- the distribution by way of a dividend in anticipation of the Company"s
voluntary winding up, to its shareholders, of a cash payment of 1 666 cents per
Corohold ordinary and/or `N" ordinary share ("the liquidation distribution");
and
- the authorisation of any one of the directors of the Company to sign all
documents and to do all such things on behalf of the Company as may be necessary
to implement and give effect to the aforesaid.
Subsequent to the issue of the notice of the general meeting, 77 000 "N"
ordinary shares were issued to Corohold employees who elected to exercise their
share options and take up shares in Corohold. These options were exercised at a
premium which resulted in Corohold"s share premium increasing from R1 207 676
615 to R1 211 603 422. It was therefore necessary to change the repayment of
share premium from 1 581 cents to 1 584 cents per Corohold ordinary and/or "N"
ordinary share. The liquidation distribution was accordingly decreased from 1
669 cents to 1 666 cents per Corohold ordinary and/or "N" ordinary share.
2. CONDITIONS PRECEDENT
Corohold shareholders are advised that the conditions precedent to the Corohold
restructuring, which include the Corohold asset sale, the Corohold distributions
and the offer by CIT to the ordinary and `N" ordinary shareholders of Corohold
to acquire all their shares in Corohold for a cash consideration of 500 cents
per share ("the CIT offer"), have been duly fulfilled or waived and accordingly
the Corohold restructuring has become unconditional.
3. SALIENT DATES AND TIMES
Salient dates and times are as follows:
2003
Last day to trade in order to qualify for the Thursday, 12 June
Corohold distributions (1)
Corohold shares trade ex Corohold distributions Friday, 13 June
(1)
Listing of CFM from commencement of trade Friday, 13 June
Record date in order to receive the Corohold Friday, 20 June
distributions (1)
Close of CIT offer at 12:00 (2) Friday, 20 June
Close of election period to subscribe for shares Friday, 20 June
in CIT at 12:00 (2)
Corohold distributions (1) and/or issue of Monday, 23 June
shares in CIT made on
Notes:
1. The Corohold distributions comprise the repayment of share premium, the CFM
unbundling and the liquidation distribution.
2. Dematerialised shareholders are required to notify their duly appointed
CSDP or broker of their acceptance of the CIT offer in the manner and time
stipulated in the agreement governing the relationship between the shareholder
and his CSDP or broker.
3. Corohold share certificates may not be rematerialised or dematerialised
between Friday, 13 June 2003 and Friday, 20 June 2003, both dates inclusive.
4. SURRENDER OF DOCUMENTS OF TITLE
Forms of acceptance and surrender in respect of the CIT offer were included in
the circular to Corohold shareholders dated 12 May 2003. Certificated Corohold
shareholders who wish to accept the CIT offer, and who have not as yet
surrendered their existing documents of title, should complete and lodge the
form of acceptance and surrender together with their documents of title, as soon
as possible but not later than 12:00 on Friday, 20 June 2003, with the Company"s
transfer secretaries, namely Computershare Investor Services Limited, Ground
Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown,
2107).
Cape Town
10 June 2003
Corporate advisor and sponsor to Corohold Legal advisor to Corohold
Deutsche Securities (SA) (Proprietary) Deneys Reitz Inc.
Limited
Tax advisor to Corohold
Sonnenberg Hoffmann Galombik
Date: 10/06/2003 10:10:59 AM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
