| Mon 6 Oct 2003, 16:27 | | Results of the Wetherlys scheme meeting |
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Ellerines / Wetherlys - Results of the Wetherlys scheme meeting
Ellerine Holdings Limited Wetherlys Investment Holdings
(Incorporated in the Republic of South Limited
Africa) (Incorporated in the Republic of
(Registration number 1968/013402/06) South Africa)
Share code: ELH ISIN: ZAE000022752 (Registration number
("Ellerines") 1996/016455/06)
Share code: WET ISIN:
ZAE000013827
("Wetherlys")
Results of the Wetherlys scheme meeting
1. Introduction
Wetherlys shareholders are advised that at the scheme meeting held at 10:00
today, Monday, 6 October 2003 ("the scheme meeting"), the requisite majority of
Wetherlys" shareholders approved, without modification, the scheme of
arrangement in terms of section 311 of the Companies Act, 61 of 1973, proposed
by Ellerines, between Wetherlys and its shareholders ("the scheme").
In terms of the scheme, holders of Wetherlys shares are entitled to receive 390
South African cents for every Wetherlys share held ("the scheme consideration").
2. Remaining conditions precedent to the scheme
The implementation of the scheme is subject to the scheme being sanctioned by
the High Court of South Africa (Witwatersrand Local Division) ("the Court") and
the original Order of Court or a certified copy of the Order of Court
sanctioning the scheme being registered by the Registrar of Companies.
Shareholders recorded on the register for the record date for voting and who
were therefore entitled to vote at the scheme meeting are entitled to attend at
the Court in person, or to be represented by counsel and to be heard concerning
any objections they may have in respect of the sanctioning of the scheme.
Apart from the above conditions precedent, all other conditions precedent
relating to the scheme have been fulfilled.
3 Salient dates and times
2003
Court hearing to sanction the scheme on Tuesday, 14 October
Last day to trade in Wetherlys shares on the Friday 17 October
JSE Securities Exchange SA ("JSE") in order to
be recorded on the register on the record date
for the scheme on
Suspension of listing of Wetherlys shares from Monday, 20 October
commencement of trade on the JSE on
Record date on which Wetherlys shareholders Friday, 24 October
must be recorded on the register in order to
receive the scheme consideration ("scheme
participants") by the close of trade on the JSE
on
Operative date for the scheme ("operative Monday, 27 October
date") at the commencement of trade on
Date from which the consideration will be made Monday, 27 October
available to scheme participants on
Termination of the listing of Wetherlys on the Tuesday, 28 October
JSE, from commencement of trade on the JSE on
Any variation of the above dates and times, approved as necessary by the JSE,
SRP and/or the Court, will be published in the press and released on SENS.
4 Surrender of Wetherlys documents of title and settlement of the scheme
consideration
Scheme participants whose scheme shares have been dematerialised need not take
any action as the collection and distribution of the scheme consideration will
be handled by their CSDP or broker in terms of the custody agreement entered
into between the scheme participant and the CSDP or broker.
Scheme participants who have not yet dematerialised their Wetherlys shares and
who wish to expedite receipt of the scheme consideration must lodge the
completed form of surrender (green) included in the circular posted to
shareholders on Thursday, 11 September 2003 ("the form of surrender") and return
it together with the document(s) of title relating to the scheme shares, to be
received by Computershare Limited, 70 Marshall Street, Johannesburg, 2001 (PO
Box 61051, Marshalltown, 2107) on or before 10:00 on Friday, 24 October 2003 in
order to receive payment of the scheme consideration on or about Monday, 27
October 2003.
Documents of title surrendered by scheme participants who have not yet
dematerialised their Wetherlys shares prior to the operative date in
anticipation of the scheme becoming operative will be held in trust by the
transfer secretaries pending the scheme becoming operative. In the event of the
scheme not becoming operative for any reason whatsoever, the transfer
secretaries will, within five business days of the date upon which it becomes
known that the scheme will not become operative, return the document(s) of title
to the scheme participant concerned by registered mail, at the risk of such
scheme participant, to the return address reflected on the form of surrender, or
if no return address is indicated on the form of surrender, to the address
recorded in the register of members of Wetherlys.
The consideration due to a scheme participant who has not yet dematerialised
his/her Wetherlys shares will be posted by registered post to such scheme
participant, at such scheme participant"s risk, to his/her address reflected in
the form of surrender, or if there is no address on the form of surrender to the
address reflected on the register of members of Wetherlys. This will take place
within five business days of the operative date, if the form of surrender
together with the relevant documents of title (in negotiable form) have been
surrendered to the transfer secretaries by the record date of the scheme, or
within five business days of receipt of the form of surrender together with the
relevant documents of title (in negotiable form), whichever is the later.
No dematerialisation or rematerialisation of Wetherlys share certificates will
take place after Friday, 17 October 2003.
WETHERLYS SHAREHOLDERS WHO HAVE QUERIES REGARDING THIS ANNOUNCEMENT SHOULD
CONTACT ROBIN BRICKHILL, WETHERLYS" COMPANY SECRETARY, AT TELEPHONE NUMBER (011)
661 7300, OR E-MAIL ADDRESS: robinb@wetherlys.co.za
Johannesburg
6 October 2003
Date: 06/10/2003 02:46:40 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
