Forim / Alliance - Results Of The Forim And Allian
Forim / Alliance - Results Of The Forim And Alliance Scheme Meetings
Release Date: 08/11/2004 17:22:36 Code(s): ACN FOM ALN
Forim / Alliance - Results of the Forim and Alliance scheme meetings
Forim Holdings Limited Alliance Pharmaceuticals Limited
Incorporated in the Republic Incorporated in the Republic of
of South Africa South Africa
Registration number Registration number 1981/006145/06
1986/004111/06 Share code ALN and ACN
Share code FOM ISIN Number ZAE000011847 and
ISIN Number ZAE000002689 ZAE000011110
(`Forim`) (`Alliance`)
Results of the Forim and Alliance scheme meetings
1. Introduction
Forim and Alliance shareholders are advised that at the scheme meetings held
today, Monday, 8 November 2004 (`the scheme meetings`), the requisite majority
of Forim`s ordinary shareholders and Alliance`s ordinary and N-ordinary
shareholders approved, without modification, the schemes of arrangement in terms
of section 311 of the Companies Act, 61 of 1973, proposed by Thebe Health Care
(Proprietary) Limited (`Thebe`), between Forim and its shareholders (other than
Unicorde Solutions (Proprietary) Limited (`Unicorde`)) and Alliance and its
shareholders (other than Thebe, Unicorde and Forim) (`the schemes` or `the
transaction`).
In terms of the scheme, the final consideration that holders of Forim shares are
entitled to receive is expected to be 69,31 cents per share and the final
consideration that holders of Alliance ordinary and N-ordinary shares are
entitled to receive is expected to be 40,77 cents per share.
2. Approval by the Competition Authorities and the remaining conditions
precedent to the scheme
The Competition Authorities approved the transaction on Friday, 5 November 2004.
The remaining conditions precedent to the schemes are the schemes being
sanctioned by the High Court of South Africa (Witwatersrand Local Division)
(`the Court`) and the original Orders of Court or certified copies of the Orders
of Court sanctioning the schemes being registered by the Registrar of Companies.
The Court hearings to sanction the schemes will be heard at 10:00 on Tuesday, 16
November 2004 or as soon thereafter as Council may be heard.
Shareholders recorded on the register for the record date for voting and who
were therefore entitled to vote at the scheme meetings are entitled to attend at
the Court in person, or to be represented by counsel and to be heard concerning
any objections they may have in respect of the sanctioning of the schemes.
3 Salient dates and times
The salient dates of the schemes remain unchanged and are per the announcements
to shareholders released on the Securities Exchange News Service on 14 October
2004, and published in the press on 15 October 2004.
Johannesburg
8 November 2004
Corporate adviser and investment bank to Thebe
Nedbank Capital, a division of Nedbank Limited
Legal adviser to Thebe
Bell Dewar & Hall
Sponsor to Forim and Alliance
Sasfin Corporate Finance, a division of Sasfin Bank Limited
Legal adviser to Forim and Alliance
Sonnenberg Hoffman Galombik
Independent adviser to Forim and Alliance
Grant Thornton Corporate Finance (Pty) Ltd
Reporting accountants and auditors to Forim and Alliance
Grant Thornton Chartered Accountants (SA)
Profile Group (Pty) Ltd. has taken care in preparing all information on this website, but does not accept any liability for errors or out-of-date information.
