| Mon 7 Feb 2005, 15:09 | | Results of general meeting |
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AVI/ Consol - Results of general meeting, payment from share premium and
unbundling and listing of Consol
AVI Limited
(Formerly Anglovaal Industries Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1944/017201/06)
Share code: AVI
ISIN: ZAE000049433
(`AVI`)
CONSOL LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1946/021828/06)
Share code: CSL
ISIN: ZAE000063251
(`Consol`)
RESULTS OF GENERAL MEETING, PAYMENT FROM SHARE PREMIUM AND UNBUNDLING AND
LISTING OF CONSOL
1. INTRODUCTION
AVI shareholders are referred to the announcement and circular to AVI
shareholders dated Friday, 14 January 2005 regarding, inter alia, the proposed
unbundling of AVI`s entire shareholding in Consol to AVI ordinary shareholders
(`AVI shareholders`) and the separate listing of Consol on the JSE Securities
Exchange South Africa (`the JSE`), subject to regulatory and shareholder
approvals (`the unbundling`).
2. RESULTS OF GENERAL MEETING
A general meeting of AVI shareholders and AVI preference shareholders
(`shareholders`) was held today, Monday, 7 February 2005 at which the requisite
majorities of shareholders approved the resolutions necessary to, inter alia:
* cancel the 27 369 006 AVI ordinary shares (`AVI shares`) held in AVI by a
wholly-owned subsidiary of AVI;
* amend the share incentive schemes of AVI and implement the consequent
amendments to the articles of association of AVI;
* effect the payment to AVI shareholders of an amount of 64 cents per AVI
share, to be effected as a payment from share premium(`the payment from share
premium`); and
* effect the unbundling.
These resolutions will, where necessary, be registered with the Registrar of
Companies. Subject to the registration, where necessary, of the resolutions
passed at the general meeting, the conditions precedent to the unbundling have
been fulfilled and the payment from share premium and the unbundling will now
proceed on the timetable as set out in paragraph 3 below.
3. SALIENT DATES
The salient dates of the payment from share premium and the unbundling and
listing of Consol are as follows:
2005
Last day to trade in AVI shares on the JSE in order
to be entitled to the payment from share premium on Friday, 18 February
AVI shares trade `ex` the entitlement to the payment
from share premium on Monday, 21 February
Record date to receive the payment from share
premium on Friday, 25 February
Last day to trade in AVI shares on the JSE in order to
participate in the unbundling on Friday, 25 February
Payment date of the payment from share premium on Monday, 28 February
AVI shares trade `ex` the entitlement to the Consol
shares from the commencement of trade on Monday, 28 February
Listing of Consol from the commencement of trade on Monday, 28 February
Announcement of ratio of apportionment of base cost
for tax purposes on Wednesday, 2 March
Record date to participate in the unbundling on Friday, 4 March
Consol share certificates will be posted to holders of
certificated AVI shares, by registered post, at the
risk of the AVI shareholders concerned, and holders of
dematerialised AVI shares will have their safe custody
accounts at their Central Securities Depository
Participant or broker updated on Monday, 7 March
Notes:
1. AVI shares may not be dematerialised or rematerialised from Monday, 21
February 2005 to Friday, 4 March 2005, both days inclusive.
Chislehurston
Sandton
7 February 2005
Investment bank and sponsor
STANDARD BANK
Corporate law advisors
TABACKS
