PROPER GROUP LIMITED - CHANGE OF CONTROL AND CHANGE OF DIRECTORS
Proper Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1998/001940/06)
(Share code: PRO; ISIN code: ZAE000027181)
(Proper or the company)
CHANGE OF CONTROL AND CHANGE OF DIRECTORS
Radagast Capital (Pty) Ltd is authorised to announce that an agreement has been
reached whereby Gandalf Trust (Gandalf) has acquired 19 260 369 ordinary
shares of 1 cent per share (cps) each in the capital of Proper for a total
purchase consideration of R96 301.85, equivalent to 0.5cps. The shares have
been acquired from Properboer Trust and represent 63% of the companys issued
share capital, constituting an affected transaction in terms of the definitions
contained in the Securities Regulation Code on Takeovers and Mergers.
The previous controlling shareholder considered it in the best interests of the
company to negotiate the change in control in order to facilitate a complete
refocus of the business. Gandalf, as the new controlling shareholder, will be
considering new opportunities on behalf of the company. Shareholders are
advised that the company intends to maintain its listing on the JSE Securities
Exchange South Africa and will be kept informed about any developments.
CHANGES TO BOARD OF DIRECTORS
With effect from Monday, 27 October 2003, Messrs. KJ Gribnitz, JP Nel and PE du
Preez will be appointed to the board as non-executive directors, while Messrs.
CJ Botha, JL de K Earle and WJ Venter will resign. Mr NF Botha will continue to
serve as an executive director.
OFFER TO MINORITIES
The Securities Regulation Panel has agreed to waive the requirement for a
mandatory offer to be made to the minority shareholders of the company on the
basis of the de minimus principle - an offer to shareholders of 0.5cps being
considered too small to be meaningful.
Pretoria
21 October 2003
Corporate Sponsor Restructuring
Advisor Advisor
Radagast Capital LPC Manhattan Gandalf Trust
(Pty) Ltd Sponsors (Pty) Ltd
Date: 21/10/2003 04:44:23 PM Produced by the JSE SENS Department
Profile Group (Pty) Ltd. has taken care in preparing all information on this website, but does not accept any liability for errors or out-of-date information.
