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Ec-hold Limited - Possible Change Of Control
Release Date: 07/11/2003 11:20:01 Code(s): ECH
EC-Hold Limited - Possible Change Of Control
EC-Hold Limited
(a company incorporated in the Republic of South Africa)
Registration number 1998/020093/06
Share code: ECH
ISIN code: ZAE000016705
("EC-Hold" or "the company")
POSSIBLE CHANGE OF CONTROL
Shareholders are advised that the company has been informed by MGX
Holdings Limited (MGX) that Eurevest Leasing (Pty) Limited, a subsidiary of
Eureka Industrial Limited, has exercised its pledge over 48 927 701 EC-Hold
ordinary shares pledged to it by MGX as security for loan facilities provided.
Eurevest has also indicated to MGX that it wishes to negotiate a value for
these shares and perhaps take ownership.
As these shares represent in excess of 35% of the issued share capital of
the company, if the transaction with MGX is concluded Eurevest would be
obliged to make an offer ("the mandatory offer") to EC-Hold minorities. In
this regard Eurevest has advised that the highest price paid by it or by
related parties for EC-Hold shares in the last ninety days was 20 cents.
Eurevest has also indicated that it may request the appointment of additional
directors nominated by it. Shareholders are advised to exercise caution until a
further announcement is made.
Annual Financial Statements
The company would also like to draw shareholders attention to the
announcement dated 7 October 2003 relating to the late publication of its
financial results and advise shareholders that EC-Hold"s listing on the JSE
was suspended with effect from commencement of trading on the
Thursday, 6 November 2003, pending publication of its financial results.
These results are expected to be published during the latter half of
November 2003.
SRP"s Requirements
The Securities Regulation Panel ("the Panel") has been consulted about the
mandatory offer and it has directed that shareholders be informed of the
following:
a) Shareholders are reminded of the ruling that was made by the Panel
against MGX Holdings Limited ("MGX") and the trustees of the Mandy Rebecca
Price Trust ("the Trust") on 18 March 2002, in terms of which MGX and the
Trust were ordered to make an unconditional offer, jointly and severally, to
all persons other than themselves who were shareholders of the company on
11 October 1999, to purchase all such person"s shares in the company at an
offer price of R2.40 per share; and that the offer was in all respects
required to comply with Section F Rule 8 of the Panel"s Rules and Code and
all other applicable rules of the Panel"s Rules and Code.
b) A copy of the Panel"s ruling and a subsequent explanatory statement as
issued by the Panel are available at the Panel"s offices at 2 Sherbourne
Road, Parktown, Johannesburg.
c) Since then, the Panel instituted an action on 5 November 2002 in the
Witwatersrand Local Division of the High Court, against MGX, the current
trustees of the Trust in their representative capacities as such and two
former trustees, Messrs R S Price and C S Hillls in their personal
capacities, for an order requiring them in effect to make an offer to
acquire, for a cash consideration of R2.40 per share all the shares in the
company held by all shareholders (except the defendants themselves)
registered as such either when the offer is made or on various dates before
then.
d) The action is being defended by the defendants and accordingly if it
takes its normal course it is unlikely to be determined before at least the
end of March 2005.
e) In the circumstances shareholders are advised that if an offer to
shareholders by Eurevest Leasing (Pty) Limited does eventuate, as indicated
above, they should in considering the offer take account of the Panel"s
action against the defendants concerned, when deciding whether or not to
accept the offer.
Linbro Park
7 November 2003
Sponsor
Brait Sponsors (Proprietary) Limited
(Registration number 2000/031069/07)
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