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MGX - RESULTS OF THE GENERAL MEETING
MGX HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1983/012697/06)
Share code: MGX ISIN:ZAE000009262
("MGX")
RESULTS OF THE GENERAL MEETING
Shareholders of MGX are advised that at the general meeting held on Thursday,
23 October 2003 relating to the disposal by MGX of:
* the businesses of MGX Business Continuity Solutions (Proprietary) Limited and
MGX Business Continuity Solutions (Cape) (Proprietary) Limited, as going
concerns (collectively, "BCS") ("the BCS disposal");
* MGX"s 50% interest in the issued share capital of Drive Control Holdings
(Proprietary) Limited ("Drive Control") ("the Drive Control
disposal");
* MGX"s shares and claims in and against MGX Storage Solutions (Proprietary)
Limited and MGX Storage Solutions Professional Services (Proprietary) Limited
(collectively, "the Storage Solutions disposal");
and
* MGX"s 95% interest in the issued share capital of MGX Software Futures
(Proprietary) Limited ("the Software Futures disposal"),(collectively, "the
disposals"), the requisite majority of MGX shareholders voted in favour of the
ordinary resolutions pertaining to
the disposals.
All the conditions precedent relating to the Drive Control disposal, the Storage
Solutions disposal and the Software Futures disposal have been fulfilled. The
following conditions precedent relating to the BCS disposal have not yet been
fulfilled:
* MGX being released from its obligations as surety in respect of BCS"s
indebtedness to The Standard Bank of South Africa Limited;
* ContinuitySA (Proprietary) Limited ("ContinuitySA") and members of senior
management of BCS ("BCS senior management") procuring the consent in writing of
each of the respective parties to the leases and subleases in respect of certain
business premises leased by BCS and its subsidiaries, to the assignment of all
of the respective rights and obligations of BCS and each of the other companies
in the MGX group under the separate lease and sub-lease agreements in respect of
the relevant business premises to ContinuitySA, on and with effect from 31
October 2003;
* ContinuitySA and BCS senior management procuring the consents in writing of
RentWorks (Proprietary) Limited ("RentWorks"), MGX and BCS to the assignment of
the relevant separate written operating leases entered into between RentWorks,
as lessor, and MGX, as lessee, in terms of which RentWorks leases assets to MGX,
for use by BCS in its business;
* ContinuitySA confirming that it is satisfied that there are no material
outstanding liabilities in respect of BCS"s pension fund; and
* MGX and BCS senior management concluding a separate written settlement
agreement resolving all of BCS senior management"s claims to an equity interest
in BCS, (collectively, "the conditions precedent").
It is expected that the last of the conditions precedent will be fulfilled on or
before 31 October 2003.
Sandton
23 October 2003
Merchant bank and sponsor
SCMB
Standard Corporate and Merchant Bank
(A division of The Standard Bank of South Africa Limited)
(Registration number 1962/000738/06)
Reporting accountants and auditors to MGX
Deloitte & Touche Chartered Accountants (SA)
Registered Accountants and Auditors
Attorneys
Webber Wentzel Bowens
Independent adviser
Deloitte & Touche
Corporate Finance
Reporting accountants and auditors to Drive Control
Andersons
Public Accountants & Auditors
Date: 23/10/2003 05:48:44 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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