| Wed 15 Dec 2004, 18:01 | | AME CHANGE TO METROFILE HOLDINGS |
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MGX HOLDINGS LIMITED - NAME CHANGE TO METROFILE HOLDINGS LIMITED AND REVISED
DATES AND TIMES
MGX Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1983/012697/06)
Share code: MGX ISIN: ZAE000009262
(`MGX` or `the Company`)
NAME CHANGE TO METROFILE HOLDINGS LIMITED AND REVISED DATES AND TIMES
1. INTRODUCTION
The board of directors of MGX (`the board`) proposes that the Company`s name be
changed from `MGX Holdings Limited` to `Metrofile Holdings Limited` (`the name
change`) as the business of Metrofile (Proprietary) Limited (`Metrofile`) will
be the sole remaining trading operation of MGX, subsequent to the current
restructuring of the MGX Group.
Further, shareholders are referred to the SENS announcements dated 21 October
2004 and 11 November 2004, in which MGX announced that it:
* has entered into an agreement with Mineworkers Investment Company
(Proprietary) Limited (`MIC`) in terms of which MGX will sell 25% of its
shareholding in Metrofile to MIC to introduce direct black equity ownership into
Metrofile;
* proposes to enter into an agreement with the Metrofile Employees` Share
Incentive Trust (`the trust`), in terms of which MGX will sell 5% of MGX`s
shareholding in Metrofile to the trust; and
* has entered into an agreement with Sabvest Investments (Proprietary) Limited
(`Sabvest`), in terms of which MGX will sell 5% of MGX`s shareholding in
Metrofile to Sabvest,
(collectively, the `Metrofile transactions`) and are advised that the dates and
times of the Metrofile transactions and the proposed amendments to the Company`s
articles of association have been revised. Full details of these revised
important dates and times are set out in paragraph 4 below.
2. THE NAME CHANGE
2.1 Rationale
Following the recent restructuring of the MGX Group, Metrofile is now the
primary operating entity of the MGX Group. In this regard, the board proposes
that the Company`s name be changed from `MGX Holdings Limited` to `Metrofile
Holdings Limited` in order to fairly represent and to market Metrofile`s
operations going forward.
2.2 Effective date
The effective date of the name change is anticipated to be Monday, 31 January
2005, the day that the Registrar of Companies is expected to register the
special resolution pertaining to the name change.
2.3 New share code and abbreviated name
The new share code for the Company will be `MFL` and it will trade under the
abbreviated name of `Metrofile`.
2.4 Conditions precedent
The implementation of the name change is subject to the fulfilment of the
following conditions precedent:
* the requisite majority of MGX shareholders in a general meeting passing the
special resolution required to authorise the name change;
* the Registrar of Companies registering the special resolution; and
* the Registrar of Companies entering the new name in the register in place of
the former name, issuing a certificate that the new name has been entered into
the register and providing notice of the change of name in the Government
Gazette.
The necessary approval for the name change has been obtained from the JSE
Securities Exchange South Africa.
3. SHARE CERTIFICATES
Should shareholders approve of the name change, new share certificates bearing
the name `Metrofile Holdings Limited` will be posted by registered post, at the
risk of the shareholders concerned, to certificated MGX shareholders.
4. IMPORTANT DATES AND TIMES
The revised dates and times of the Metrofile transactions and the important
dates and times in respect of the name change and the amendments to the articles
of association are set out below.
2005
Last day to lodge the form of proxy for the
general meeting by 09:00, on Tuesday, 25 January
General meeting at the registered office
of MGX, 22 Milkyway Avenue, Linbro Business Park,
Linbro Park, Sandton, at 09:00, on Thursday, 27 January
Results of the general meeting released on SENS, on Thursday, 27 January
Results of the general meeting published in the press, on Friday, 28 January
Last day to trade in `MGX Holdings Limited`
shares under the old name, on Friday, 4 February
Trading in the new name of `Metrofile Holdings Limited`
to commence, on Monday, 7 February
Record date for the name change, on Friday, 11 February
Holders of dematerialised shares to have their accounts
at their CSDP or broker updated, on Monday, 14 February
Issue of new share certificates in the name of
`Metrofile Holdings Limited` issued, provided the
old MGX share certificates have been surrendered, on Monday, 14 February
Notes:
1. These dates and times are subject to amendment. Any such amendment will be
published on SENS and in the press.
2. MGX shareholders may not dematerialise their old MGX share certificates
after Friday, 4 February 2005 and may only dematerialise their new
Metrofile Holdings Limited share certificates from Monday, 14 February
2005.
5. GENERAL MEETING AND CIRCULAR
A circular providing additional information relating to the name change, the
Metrofile transactions and the proposed amendments to MGX`s articles of
association, and containing, inter alia, a notice of general meeting, a form of
proxy and a form of surrender, will be posted to shareholders on or about 17
December 2004.
15 December 2004
Sandton
Investment bank and sponsor
Standard Bank
Independent experts
Deloitte & Touche Chartered Accountants (SA)
Corporate Finance division
Registered accountants and auditors
Attorneys
Webber Wentzel Bowens
Reporting accountants and auditors
Deloitte & Touche Chartered Accountants (SA)
Registered accountants and auditors
Date: 15/12/2004 05:12:44 PM
Produced by the JSE SENS Department
