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PEPKOR LIMITED - RESULTS OF SCHEME MEETING
PEPKOR LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1965/007765/06)
Ordinary Share Code: PEP
ISIN: ZAE 000005344
("Pepkor" or "the Company")
_______________________________
Making the desirable affordable
RESULTS OF SCHEME MEETING
1. Approvals
1.1 Shareholders are advised that the scheme of arrangement in terms of
Section 311 of the Companies Act (Act 61 of 1973) as amended ("the
Scheme") proposed by Castellina Investments (Proprietary) Limited
("Castellina") between Pepkor and its shareholders, was duly approved
at the scheme meeting held at 10:00 on Thursday, 11 December 2003 at
the registered office of Pepkor (the "Scheme Meeting") by the
requisite majorities of votes exercised by:
1.1.1 Scheme members eligible to attend and vote at the Scheme Meeting,
representing a majority of not less than three-fourths of the votes
exercisable by these scheme members at the Scheme Meeting; and
1.1.2 A simple majority of independent scheme members (being 50% plus one)
of those independent scheme members present and voting at the Scheme
Meeting.
2. Court hearing to sanction the Scheme
2.1 Application to the High Court of South Africa (Cape Provincial
Division) ("the Court") for the sanctioning of the Scheme will be made
at 10:00 or so soon thereafter as the matter may be heard on Tuesday
13 January 2004. The Court is located at the High Court Building,
Keerom Street, Cape Town, 8001.
2.2 The Scheme is subject to the fulfilment of the following outstanding
suspensive conditions by no later than 30 June 2004:
2.2.1 a certified copy of the Order of Court sanctioning the Scheme having
been lodged with, and registered by, the South African Registrar of
Companies;
2.2.2 South African Private Equity Fund III LP ("SAPEF") and South African
Private Equity Trust III ("SAPET") both private equity funds under the
management of Brait S.A, collectively, being assured of obtaining not
less than 15% of the total issued share capital of Castellina (after
taking into account the Castellina ordinary shares to be issued in
terms of the Scheme and the issue of Castellina ordinary shares to a
trust in terms of the new executive share incentive scheme), provided
that this condition shall be deemed to be fulfilled if SAPEF and SAPET
inform Castellina and Pepkor in writing that they waive the benefits
of this condition;
2.2.3 the approval of the Scheme by the Competition Authorities in terms of
the Competition Act (Act 89 of 1998), as amended, either on an
unconditional basis or subject to such conditions as the directors of
Pepkor, the directors of Castellina and the underwriters, being SAPEF,
SAPET and Old Mutual Life Assurance Company (South Africa) Limited,
may approve in writing; and
2.2.4 the approval of the South African Reserve Bank.
3 Further announcement
An announcement containing details of the outcome of the Court hearing is
expected to be made on or about Wednesday, 14 January 2004, and the election and
surrender circular is expected to be posted on or about Monday, 26 January 2004.
Cape Town
11 December 2003
Corporate advisor to Joint attorneys to Transaction and lead
Castellina Castellina sponsor
- Brait - Read Hope Phillips - Exchange Sponsors
Thomas & Cadman Inc.
Corporate advisor to Pepkor Joint attorneys to Sponsor to Pepkor
Castellina
- Javelin - Mallinicks Inc. - BJM
Attorneys to Pepkor Independent advisor to Tax advisor
Pepkor
- Jan S de Villiers - ACMB - Deloitte & Touche
Auditors and reporting Debt financier
accountants
- PricewaterhouseCoopers Inc. - Old Mutual Specialised
Finance
Date: 11/12/2003 04:08:05 PM Produced by the JSE SENS Department
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