| Mon 22 Nov 2004, 8:50 | | Rebserve / Mvela Holdings - Fulfilment of conditio |
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Rebserve / Mvela Holdings - Fulfilment of conditions precedent to, and
implementation of, the merger between Rebserve and Mvela Holdings, and
withdrawal of cautionary announcement
Rebserve Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1995/004153/06)
JSE Share code: RBV
ISIN: ZAE000034484
(Rebserve or the Company)
Mvelaphanda Holdings (Proprietary) Limited
(Incorporated in the Republic of South Africa)
(Registration number 1997/021524/07)
(Mvela Holdings)
Fulfilment of conditions precedent to, and implementation of, the merger between
Rebserve and Mvela Holdings, and withdrawal of cautionary announcement
Further to the cautionary announcement dated 3 September 2004, Rebserve and
Mvela Holdings are pleased to announce that the Competition Tribunal has
unconditionally approved the merger between Rebserve and the businesses and
assets of Mvela Holdings (the Merger). All of the other conditions precedent
to the Merger have also been fulfilled and the Merger has accordingly become
unconditional, and will be implemented.
Rebserve will issue/transfer the 213 775 000 Rebserve consideration shares to be
issued/transferred pursuant to the Merger to Mvela Holdings on 13 December 2004.
Special cash dividend and capitalisation issue
Pursuant to the Merger, Rebserve will declare and pay a special cash dividend of
110 cents per Rebserve share out of its reserves at 30 June 2004 to all Rebserve
shareholders recorded in the register on 10 December 2004, prior to the issue of
new Rebserve shares to Mvela Holdings. The salient dates for payment of the
dividend are set out below.
Rebserve will also make a capitalisation issue out of its existing capital
and/or reserves to all Rebserve shareholders recorded in the register on 10
December 2004, prior to the issue of new Rebserve shares to Mvela Holdings, on
the basis of 7.14286 new Rebserve ordinary shares at R7.00 per share, credited
as fully paid, for every 100 existing Rebserve shares held. The salient dates of
the capitalisation issue are set out below.
Change of name
Shareholders approved the change of name of Rebserve to Mvelaphanda Group
Limited to reflect the new controlling shareholder of Rebserve, on 3 September
2004. Rebserve will change its name to Mvelaphanda Group Limited and Rebserve
shares will trade under the new name with effect from Monday, 6 December 2004.
The share code of the Company will change to MVG, the short name will change
to MVELA GRP and the ISIN will change to ZAE000060737 at the time that the
change of the Companys name is effective. The salient dates of the change of
name are set out below.
A circular to shareholders, including a form of surrender, will be posted to
shareholders as set out below.
Salient dates 2004
Announcement of change of name, capitalisation Friday, 19 November
share award and special dividend dates on SENS
Circular and surrender form posted to Friday, 19 November
shareholders, on or about
Last day to trade shares in old name Friday, 3 December
Last day to trade in order to be eligible for Friday, 3 December
the capitalisation issue and special dividend
Trading in the new name of the Company will Monday, 6 December
commence on
Shares trade ex-entitlement Monday, 6 December
Listing of capitalisation shares commences on Monday, 6 December
the JSE at the commencement of business on
Record date for change of name, capitalisation Friday, 10 December
issue and special dividend
Holders of dematerialised shares will have Monday, 13 December
their accounts at their CSDP or broker updated
on
New share certificates dispatched by registered Monday, 13 December
post to (or available for collection by)
certificated ordinary shareholders who have
surrendered their existing share certificates
before the close of business on the record
date, as well as the capitalisation issue
shares, from
Dividend cheques posted and CSDP/broker Monday, 13 December
accounts credited/updated
Share certificates in the name of Rebserve cannot be dematerialised or
rematerialised after 3 December 2004
Notes:
1. All times shown in the circular are South African times.
2. The above dates and times are subject to amendment. Notice of such
amendment will be published in the press and on SENS.
Withdrawal of cautionary announcement
The Merger having become unconditional, the cautionary announcement dated 3
September 2004 is hereby withdrawn.
Sandton
19 November 2004
Financial adviser to Rebserve and transaction sponsor
UBS
Attorneys to Rebserve
Werksmans
Incorporated
(Registration number 1990/007215/21)
Sponsor to Rebserve
Deutsche Securities
Member of the Deutsche Bank Group
