CONGELLA FEDERATION LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1947/025767/06)
Ordinary shares
Share code: CNF ISIN: ZAE000001624
Preference shares
Share code: CNFP ISIN: ZAE000001632
("ConFed" or "the Company")
RESULTS OF THE GENERAL MEETING OF CONFED ORDINARY AND PREFERENCE SHAREHOLDERS
AND FULFILMENT OF CONDITIONS PRECEDENT
INTRODUCTION
It was announced in the press on Wednesday, 30 April 2003 that the Board of
Directors of ConFed had proposed to:
* dispose of ConFed"s property portfolio to Pangbourne Properties Limited;
* make a cash distribution to ConFed ordinary shareholders comprising
approximately R95,00 per ConFed ordinary share;
* return capital and pay arrear dividends to ConFed preference shareholders;
* make application to the JSE Securities Exchange South Africa ("JSE") for the
suspension and delisting of the Company; and
* propose a members" voluntary winding-up of ConFed in terms of sections 349
and 350 of the Companies Act, 1973 (Act 61 of 1973), as amended,
(collectively, "the Transaction").
RESULTS OF THE GENERAL MEETING
At a general meeting of ConFed shareholders held at 10:00 on Tuesday, 1 July
2003, all the ordinary and special resolutions required to give effect to the
Transaction were duly passed by the requisite majorities and all special
resolutions are in the course of being submitted to the Registrar of Companies
for registration.
FULFILMENT OF CONDITIONS PRECEDENT
Nedbank Corporate is authorised to announce that the disposal has been
approved by the Competition Commission and that all conditions precedent to the
Transaction have been fulfilled, other than the registration of the special
resolutions by the Registrar of Companies. An announcement will be made on the
Securities Exchange News Service ("SENS") of the JSE once the special
resolutions have been registered. A further announcement detailing the salient
dates and times of the cash distribution to Confed ordinary shareholders will be
made on SENS and in the press on transfer of the property portfolio.
Durban
1 July 2003
Investment bank and sponsor
NEDBANK CORPORATE
Attorneys
Cox Yeats Attorneys
Reporting accountants and auditors
KPMG
Independent advisor
MARRIOTT Merchant Bank
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