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IST - Results Of Scheme Meeting
IST GROUP LIMITED ETHOS PRIVATE EQUITY
(Incorporated in the Republic of South Africa)
(Registration number
1998/011521/06)
Share code: IST
ISIN: ZAE000015798
(`IST`)
RESULTS OF SCHEME MEETING
Shareholders are advised that the scheme of arrangement proposed by Manupont 198
(Proprietary) Limited (`Manupont`) between IST and its shareholders (`scheme`)
was approved by the requisite majority of scheme members at the scheme meeting
held on Monday, 27 September 2004.
The scheme is still subject to the fulfilment of a number of conditions
precedent, being:
* the High Court of South Africa (Transvaal Provincial Division) having
sanctioned the scheme and a certified copy of the said order of such Court
being registered by the Registrar of Companies;
* the approval of the scheme by the competition authorities;
* the counterparties to certain agreements having approved or consented to
the scheme or to the assignment of these agreements by IST to Manupont; and
* the finalisation of a shareholders` agreement between Swanvest 320
(Proprietary) Limited (being Manupont`s only shareholder), its shareholders
and Manupont.
The salient dates and times as set out in the announcement dated 8 September
2004 may be amended due to delays beyond the control of IST or Manupont in
obtaining the approval of the competition authorities. Shareholders will be
advised of the status of the outstanding conditions precedent and any amendments
to the salient dates and times for the implementation of the scheme in due
course.
The Chairman of the scheme meeting will report the results thereof to the above
Court on Tuesday, 5 October 2004 at 10:00 or so soon thereafter as counsel may
be heard. Shareholders are entitled to attend or be represented at such
hearing. A copy of the Chairman`s report to the Court will be available on
request to any scheme member, free of charge, at the registered office of IST,
during normal business hours, from Tuesday, 28 September 2004.
Pretoria
27 September 2004
Merchant bank and transactional sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
Corporate Finance
Independent financial adviser
Deloitte
BEE adviser to the consortium
Matumi
Attorneys to IST
Hofmeyr Herbstein & Gihwala Inc
Technology adviser to the consortium
Ethos Technology
Reporting accountants
PricewaterhouseCoopers
Sole arranger
Barclays
Sponsor
Nedbank Capital
Attorneys to the scheme
Webber Wentzel Bowens
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