| Fri 15 Oct 2004, 14:40 | | RESULTS OF THE GENERAL MEETING AND THE SCHEME MEET |
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Liberty Group Limited - RESULTS OF THE GENERAL MEETING AND THE SCHEME MEETING
Liberty Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1957/002788/06)
Share code: LGL
ISIN: ZAE000024543
(`Liberty Life`)
RESULTS OF THE GENERAL MEETING AND THE SCHEME MEETING
1. INTRODUCTION
Liberty Life shareholders (`shareholders`) are referred to the announcements
dated 15 July 2004, 10 September 2004 and 6 October 2004 and the circular to
shareholders dated 10 September 2004 (`the Circular`) relating to Liberty Life`s
proposal to facilitate the acquisition of an effective 10% interest in its South
African operations by broad-based black groupings (`black partners`) and are
advised that:
1.1 At the general meeting held today, Friday, 15 October 2004, the following
resolutions were passed:
1.1.1 the special resolution required in accordance with the Listings
Requirements of the JSE Securities Exchange South Africa (`JSE`) for the
acquisition by Liberty Life`s four empowerment subsidiaries (`empowerment
subsidiaries`), in terms of section 89 of the Companies Act No 61 of 1973, as
amended (`the Companies Act`), of Liberty Life shares in terms of the scheme;
1.1.2 the ordinary resolutions:
1.1.2.1 approving the disposal by Liberty Life of the ordinary shares held by it
in the empowerment subsidiaries to the black partners;
1.1.2.2 approving the donation by Lexshell 615 (Proprietary) Limited of 100
Liberty Life shares to each agent of Liberty Life for the purposes of the
general staff scheme described in the Circular;
1.1.2.3 amending the terms of the Liberty Life Association of Africa Limited
Share Trust, which authorises the sale of Liberty Life shares held by that trust
for the purposes of the general staff scheme described in the Circular; and
1.1.2.4 authorising the directors of Liberty Life to do all such things as may
be necessary to give effect to the special resolution and ordinary resolutions
mentioned above.
1.2 The scheme of arrangement in terms of section 311 of the Companies Act,
between Liberty Life, the empowerment subsidiaries and Liberty Life`s
shareholders (`the scheme`) for the acquisition by the empowerment subsidiaries
has been approved by the requisite majority of votes at the scheme meeting held
today, Friday, 15 October 2004. Scheme members present in person or represented
by proxy holding 247 603 521 Liberty Life shares voted in favour of the scheme,
which votes represent 99.75% of the total number of votes exercised by the
scheme members present either in person or represented by proxy at the scheme
meeting.
1.3 The special resolution referred to in paragraph 1.1.1 above will be lodged
with the Registrar of Companies for registration. If the special resolution is
registered by the Registrar of Companies, application will be made to the High
Court of South Africa (Witwatersrand Local Division) (`the Court`), which is
located in the High Court Building, Von Brandis Square, corner Pritchard and Von
Brandis Streets, Johannesburg, to sanction the scheme on Tuesday, 26 October
2004 at 10:00 or as soon thereafter as Counsel may be heard.
2. PARTICIPATION BY BLACK NON-EXECUTIVE DIRECTORS
As would be expected with a transaction of this significance, Liberty Life has
had welcome communication with shareholders, analysts and other interested
parties on its proposed black ownership initiative. One of the elements of the
discussions related to the voting mechanism for the intended participation of
black non-executive directors in the black ownership initiative. Black non-
executive directors are defined in the Circular as `current and future black non
executive directors on the board of Liberty Life that are not involved in the
day-to-day management of Safika Holdings (Proprietary) Limited or Shanduka Group
(Proprietary) Limited`. In the interests of improving corporate governance,
Liberty Life undertakes that the eventual participation of the current black non
executive directors in the black ownership initiative will be subject to an
additional approval of shareholders in a further general meeting. This process
will be consistently applied to any future black non-executive directors
participating in the initiative.
3. IMPORTANT DATES AND TIMES
2004
Court hearing to sanction the proposed scheme
at 10:00, on Tuesday, 26 October
Announcement on SENS regarding the
sanctioning of the proposed scheme, on Tuesday, 26 October
Announcement in the press regarding the
sanctioning of the proposed scheme, on Wednesday, 27
October
If the proposed scheme is sanctioned and
implemented:
Last day to trade to participate in the scheme Friday, 29 October
Shares trade `ex` the scheme consideration Monday, 1 November
Participation record date on which members must
be recorded in the register to be scheme participants
and so become entitled to receive the scheme
consideration, at 17:00, on Friday, 5 November
Operative date of the scheme Monday, 8 November
The scheme consideration expected to be transferred
or posted (as the case may be) (against the surrender
of existing share certificates) and new share
certificates expected to be posted to certificated
shareholders, on or within five days after Monday, 8 November
Safe custody accounts to be updated and accounts
credited at the Central Securities Depository Participant
or broker in the case of shareholders who have
dematerialised their Liberty Life shares, on Monday, 8 November
Notes:
1. The abovementioned times and dates are subject to change. Any such change
will be published on SENS and in the press.
2. Shareholders may not dematerialise or rematerialise their existing Liberty
Life shares after Friday, 29 October 2004.
3. New share certificates may be dematerialised or rematerialised after Monday,
8 November 2004.
4. CONDITION PRECEDENT
If the Court sanctions the scheme, the only remaining condition precedent to
which the scheme will be subject, will be the registration of the Order of Court
sanctioning the scheme by the Registrar of Companies.
5. CHAIRPERSON`S REPORT
Copies of the Chairperson`s report to the Court on the scheme meeting will be
available to any shareholder on request, free of charge, from Monday, 18 October
2004 until Tuesday, 26 October 2004 during normal business hours at the
registered office of Liberty Life, 1 Ameshoff Street, Braamfontein.
6. FURTHER ANNOUNCEMENT
A further announcement regarding the outcome of the application to the Court
will be made to shareholders in due course.
Johannesburg
15 October 2004
Investment bank and sponsor
Standard Bank
Independent financial adviser
JP Morgan
Lead sponsor
Merrill Lynch
Attorneys
Werksmans
Independent reporting accountants
PricewaterhouseCoopers
Date: 15/10/2004 02:20:31 PM
Produced by the JSE SENS Department
