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Rebserve - Results of the general meeting, further announcement relating to
the proposed merger between Rebserve and Mvelaphanda Holdings
(Proprietary) Limited and renewal of cautionary announcement
Rebserve Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1995/004153/06)
Share code: RBV
ISIN: ZAE000034484
(`Rebserve`)
Results of the general meeting, further announcement relating to the proposed
merger between Rebserve and Mvelaphanda Holdings (Proprietary) Limited (`Mvela
Holdings`) (`the Merger`) and renewal of cautionary announcement
Results of the general meeting of Rebserve Shareholders
At the general meeting of Rebserve shareholders held on Friday, 3 September
2004, the following ordinary and special resolutions tabled at the meeting were
approved by the requisite majorities, with approximately 99% of all Rebserve
shareholders present in person or by proxy voting in favour of each such
resolution:
- the increase in the authorised share capital of Rebserve;
- the approval of the Merger;
- the waiver of the mandatory offer by Mvela Holdings;
- the issue of Rebserve shares pursuant to the Merger;
- the transfer of Rebserve shares held as treasury stock by a subsidiary of
Rebserve pursuant to the Merger;
- the change of name of Rebserve;
- the specific repurchase of shares by Rebserve;
- the specific approval to issue shares for cash; and
- for the directors to give effect to the resolutions.
The ordinary resolutions tabled at the meeting, authorising the directors to
issue shares for cash generally, and placing the unissued shares under the
control of the directors, respectively, were amended at the meeting to limit the
number of Rebserve shares which can be issued in terms of these authorities in
any one year, to such maximum aggregate number of Rebserve shares as is equal to
10% of the number of Rebserve shares in the issued share capital of Rebserve,
from time to time. The latter resolutions, as amended, were also approved by the
requisite majorities.
The special resolutions will be lodged for registration with the Registrar of
Companies.
Finalisation of the Merger
The process of finalising the Merger is proceeding as anticipated and the
closing and implementation of the Merger is expected to take place during or
about November 2004.
The finalisation of the Merger is still subject, inter alia, to the fulfilment
of the following conditions precedent:
- the merger agreement becoming unconditional in accordance with its terms;
- finalisation of reciprocal due diligence investigations by Rebserve and
Mvela Holdings;
- obtaining of the necessary approval from the Competition Authorities;
- securing of all consents and/or approvals which are required to ensure that
none of the material agreements (as agreed between Rebserve and Mvela
Holdings) to which either Rebserve or Mvela Holdings are parties are
capable of being cancelled, amended or otherwise varied as a result of or
pursuant to the implementation of the Merger; and
- Mvela Holdings delivering to Rebserve written consents and waivers, duly
executed by the requisite third parties, in terms of which such third
parties (where applicable) consent to the transfer of Mvela Holdings`
assets to New Mvela, waive certain pre-emptive rights over such assets and
release certain securities held over such assets.
A further announcement will be made when such remaining conditions precedent
have been fulfilled.
The approval of the Merger by the Competition Authorities is not expected to be
granted prior to November 2004.
Renewal of cautionary announcement
Rebserve shareholders are advised to continue to exercise caution when dealing
in Rebserve shares until a further announcement is made.
Sandton
3 September 2004
Financial adviser to Rebserve and transaction sponsor
UBS
Sponsor to Rebserve
Deutsche Securities
Member of the Deutsche Bank Group
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