ERP.com -
ERP.com Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1998/010017/06)
Share code: ERP ISIN: ZAE000043493
("ERP.com" or "the company")
Ruling by the Securities Regulation Panel
At the annual general meeting of ERP.com held on 12 March 2003, shareholders
granted the Company authority to repurchase issued shares. One of the
implications of undertaking such a repurchase could have been that Treacle
Venture Partners ("Treacle"), a 34.6% shareholder in ERP.com, would have
increased its stake beyond 35%, thus triggering a mandatory offer in terms of
Rule 8 of the Securities Regulation Code on Takeovers and Mergers ("the SRP
Code").
In relation thereto, the Securities Regulation Panel ("SRP") has ruled that
Treacle would not be required to make a mandatory offer to shareholders in ERP
if its present 34,6% shareholding in ERP increases to above 35% purely as a
result of the repurchase by ERP of its own shares. The SRP gave this ruling
subject to the limitation of the voting rights of Treacle as per the following
formula:
S = A - (B x 100/C)
Where:
S = number of shares on which votes are to be sterilized
A = number of shares in issue after share repurchase
B = number of shares held by remaining shareholders after share repurchase
C = 65.1 (being percentage of votes to be voted by the remaining
shareholders)
23 October 2003
Sponsor
Nedbank Corporate
Date: 23/10/2003 04:28:03 PM Supplied by www.sharenet.co.za
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