| Tue 21 Jun 2005, 14:31 | | Bowler Metcalf - Notice Of General Meeting |
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Bowler Metcalf - Notice Of General Meeting
Bowler Metcalf Limited
(Incorporated in the Republic of South Africa)
(Registration number 1972/005921/06)
Share Code: BCF ISIN: ZAE000030797
(`Bowler Metcalf` or `the Company`)
NOTICE OF GENERAL MEETING
Notice is hereby given that a general meeting of Bowler Metcalf shareholders
will be held at the head office of the company, Harris Drive, Ottery, Cape Town,
on Wednesday, 6 July 2005 at 11:00am, for the purposes of passing, with or
without modification, the following ordinary resolution:
`Resolved that the operating business of Bowler Metcalf Limited be disposed of,
at book value, on a going concern basis, to its wholly-owned subsidiary, Bowler
Metcalf PET (Pty) Ltd with effect from 1 July 2005, including all assets and
liabilities but excluding non-operating investments, subject to the approval of
the South African Revenue Service.`
Rationale
Bowler Metcalf Limited listed on the DCM of the then JSE in 1987 as a single
operating unit, raising funds in the investment market to fund its future
growth. The company has shown very solid growth since then, acquiring some
subsidiaries along the way whilst developing into the group that it is today,
whilst still maintaining the same operating structure.
With the diversification of the group over the last couple of years and in order
to best position the group for future growth and investment opportunities and
also giving cognisance to black empowerment realities, the Board is of the view
that the operating and investment holding functions of the company should be
separated so that the operating company can focus solely on its operations and
freeing the holding company to pursue its group strategies. The re-structure
will also add administrative and other cost benefits.
To this end, it is proposed to dispose of the operating business of the company,
on a going concern basis, to Bowler PET (Pty), a wholly owned subsidiary. The
plastics operations of the group shall then be housed in one legal entity,
offering a complete packaging solution to our customers.
The transaction is subject to the approval of the South African Revenue Services
in terms of Section 45 of the Income Tax Act. We have no reason to believe that
this approval will be withheld.
Financial Effects
As the proposed disposal is at book value, between a parent company and its
wholly owned subsidiary, there will be no financial effect whatsoever.
By order of the board
L.V. Rowles
Secretary
20 June 2005
Sponsor
LPC Manhattan Moela (Pty) Limited
Date: 21/06/2005 02:33:44 PM
Produced by the JSE SENS Department
