| Mon 6 Jun 2005, 17:39 | | Imperial Holdings Limited - Results Of Scheme And |
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Imperial Holdings Limited - Results Of Scheme And General Meetings Relating To
Imperial`s 7.25% Black Economic Empowerment Transaction
IMPERIAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1946/021048/06)
JSE code: IPL ISIN: ZAE000003620
(`Imperial`)
RESULTS OF SCHEME AND GENERAL MEETINGS RELATING TO IMPERIAL`S 7.25%
BLACK ECONOMIC EMPOWERMENT TRANSACTION
1.INTRODUCTION
Shareholders of Imperial are referred to the revised terms announcement and
circular dated 13 May 2005, relating to a black economic empowerment
transaction concluded between Imperial and Lereko Mobility (Proprietary)
Limited (`Lereko Mobility`), a company formed by a broad-based consortium led
by Lereko Investments (Proprietary) Limited.
2.RESULTS OF SCHEME AND GENERAL MEETINGS
The directors of Imperial are pleased to advise shareholders that:
- the scheme of arrangement proposed by Imperial between Imperial and its
shareholders, other than Ukhamba and Imperial Corporate Services
(Proprietary)Limited, in terms of section 311 of the Companies Act
No. 61 of 1973, as amended (`the Act`) (`the scheme`), was approved by the
requisite majority of shareholders, representing 99.9962% of scheme
participants entitled to vote at the scheme meeting held on Monday,6 June
2005; and
- all resolutions proposed at the general meeting held on Monday,6 June 2005
were passed by the requisite majority of shareholders entitled to vote.
The special resolutions passed at the general meeting (`special
resolutions`)have been lodged with the Registrar of Companies in South
Africa (`the Registrar`) for registration.
3.CONDITIONS PRECEDENT
The implementation of the scheme is still subject to the following conditions
precedent:
3.1 the scheme being sanctioned by the High Court of South Africa
(Witwatersrand Local Division) (`the Court`);
3.2 a certified copy of the Order of the Court sanctioning the scheme, being
duly registered by the Registrar in terms of the Act;
3.3 the registration of the Lereko Mobility special resolutions by the
Registrar; and
3.4 there being no breach of the asset cover required by the preference share
funders providing the senior funding a day prior to the sanctioning of the
scheme by the Court.
4.SALIENT DATES
2005
Report of the Chairman of the scheme
meeting available for inspection from Tuesday, 7 June
Court hearing to sanction the scheme Tuesday, 14 June
If the scheme is sanctioned:
Announcement of the Court sanction of
the scheme published on SENS Tuesday, 14 June
Announcement of the Court sanction of
the scheme published in the press Wednesday, 15 June
Last day to trade for shareholders in
order to be eligible to receive the scheme
consideration Friday, 17 June
Listing of the debentures under the
JSE code `LMID` and ISIN ZAE000067229 Monday, 20 June
Imperial ordinary shares trade `ex`
the scheme under new ISIN ZAE000067211 Monday, 20 June
Record date on which shareholders
must be recorded in the Imperial register in
order to receive the scheme consideration Friday, 24 June
Operative date of the scheme at the
commencement of trading Monday, 27 June
Issue of debentures to scheme participants Monday, 27 June
Scheme consideration, debenture
certificates and balance of
ordinary share certificates posted to
certificated scheme participants
(if documents of title
are received on or prior to the
consideration record date) on or about Monday, 27 June
or, failing receipt of documents of
title on or before the consideration
record date,within five business days
of receipt thereof by the
transfer secretaries
Dematerialised scheme participants
have their accounts held at their CSDP
or broker credited with the
scheme consideration Monday, 27 June
Notes:
1.These dates are subject to change. Any material change will be published on
SENS and in the press.
2.No dematerialisation or rematerialisation of any Imperial shares currently
in issue may take place after the close of business on Friday, 17 June 2005.
5.FURTHER ANNOUNCEMENT
A further announcement regarding the outcome of the application to the Court
and the fulfilment of the remaining conditions precedent and any update to the
salient dates relating to the implementation of the scheme will be published
in the press on or about Wednesday, 15 June 2005.
Johannesburg
6 June 2005
Merchant bank to Imperial and transaction adviser
RAND MERCHANT BANK
A division of FirstRand Bank Limited
Sponsor to Imperial
MERRILL LYNCH
Global Markets & Investment Banking Group
Merrill Lynch South Africa (Pty) Ltd
Registration number 1995/001805/07
Registered sponsor and Member of the JSE Securities Exchange South Africa
Legal advisers to Imperial
TUGENHAFT WAPNICK BANCHETTI AND PARTNERS
Date: 06/06/2005 05:33:12 PM
Produced by the JSE SENS Department
