| Mon 7 Mar 2005, 15:39 | | Results of scheme meeting |
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Liberty Life/ Capital Alliance - Results of scheme meeting
Liberty Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1957/002788/06)
Share code: LGL
ISIN: ZAE000057360
(`Liberty Life`)
Capital Alliance Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1952/000756/06)
Share code: CPT
ISIN: ZAE000011904
(`Capital Alliance`)
RESULTS OF SCHEME MEETING
INTRODUCTION
Shareholders are referred to the joint announcements released on 1 December
2004, 1 February 2005 and 8 February 2005 and the circular to shareholders dated
9 February 2005 relating to the scheme of arrangement in terms of section 311 of
the Companies Act No. 61 of 1973, as amended, proposed by Liberty Life between
Capital Alliance and its shareholders (`the scheme`), in terms of which Liberty
Life will acquire all the shares in the issued ordinary share capital of Capital
Alliance, other than those already held by Liberty Life, Liberty Active Limited
and Capital Alliance Special Finance (Proprietary) Limited (`scheme members`).
SCHEME MEETING
At the meeting of scheme members (`scheme meeting`) held today, the scheme was
agreed to by scheme members holding 97.2% of the total number of shares that
were voted at the scheme meeting.
As a result, the scheme was agreed to by the requisite majority of votes of
scheme members.
OUTSTANDING SUSPENSIVE CONDITIONS TO THE SCHEME AND UPDATE ON THE SALIENT DATES
THEREOF
Liberty Life and Capital Alliance shareholders` attention is drawn to the
following updates on the suspensive conditions to which the scheme is subject:
the Competition Commission has recommended to the Competition Tribunal that the
acquisition of Capital Alliance by Liberty Life be approved unconditionally; and
the Competition Tribunal has set a date of Thursday, 10 March 2005 for the
hearing to approve the acquisition of Capital Alliance by Liberty Life.
The remaining outstanding regulatory approvals, including that of the Registrars
of Long-term and Short-term Insurance, are expected to be received on or about
31 March 2005, after which:
application for the sanctioning of the scheme is expected to be made to The High
Court of South Africa (Witwatersrand Local Division) (`Court`) at 10:00 on
Tuesday, 12 April 2005 or as soon thereafter as Counsel may be heard; and
the final remaining suspensive condition, being the registration of a certified
copy of the Order of the Court sanctioning the scheme by the Registrar of
Companies, is expected to take place on Wednesday, 13 April 2005.
As a result, no changes are anticipated at this stage to the salient dates as
announced on Tuesday, 8 February 2005.
CHAIRMAN`S REPORT
Copies of the Chairman`s report on the scheme meeting will be available on
request, free of charge, from Tuesday, 5 April 2005 to Monday, 11 April 2005
during normal business hours at the registered office of Capital Alliance,
Capital Alliance Life Building, 162 Anderson Street, Johannesburg.
FURTHER ANNOUNCEMENT
A further announcement regarding the outstanding regulatory approvals, the
outcome of the application to the Court and any update to the salient dates and
times relating to the implementation of the scheme will be published as and when
appropriate.
Johannesburg
7 March 2005
Investment bank and transactional sponsor to Liberty Life
Standard Bank
Sponsor to Liberty Life
Merrill Lynch South Africa (Pty) Limited
Attorneys to Liberty Life
Werksmans Incorporated
(Registration number 1990/007215/21)
Investment bank to Capital Alliance
Investec Corporate Finance
Sponsor to Capital Alliance
Investec Bank Limited
Attorneys to Capital Alliance
Jowell Glyn & Marais Inc.
Reporting accountants to Capital Alliance
PricewaterhouseCoopers Inc
Independent adviser to the Capital Alliance Board
Rand Merchant Bank
A division of FirstRand Bank Limited
