| Thu 23 Jun 2005, 17:35 | | Creditvision/Verimark - Result Of General Meeting |
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Creditvision/Verimark - Result Of General Meeting And Mandatory Offer
Creditvision Holdings Limited
(formerly Nova Education and Technology Holdings Limited)(the name of which it is proposed to change to
Verimark Holdings Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1998/006957/06)Share code: CDT ISIN: ZAE000053492
(`Creditvision` or `the company`)
VERIMARK HOLDINGS
(PROPRIETARY) LIMITED(Incorporated in the Republic of South Africa)
(Registration number 1989/006800/07)
(`Verimark`)
RESULT OF GENERAL MEETING AND MANDATORY OFFER1. INTRODUCTION
Shareholders were advised in announcements released on SENS and published in
the press on 18 April 2005, 3 June 2005 and 15 June 2005 and in a circular to
Creditvision shareholders dated 1 June 2005 that Creditvision would proceedwith an acquisition of the entire issued share capital of and claims on loan
account against Verimark and of various related transactions and corporate
actions (`the transactions`).
2. RESULT OF GENERAL MEETING2.1 At the general meeting of Creditvision shareholders held on Thursday, 23
June 2005, the resolutions to:
2.1.1 consolidate every 100 ordinary shares of 0,01 cent each in the
authorised and issued share capital of the company into 3 shares of 0,3333cent each with effect from the commencement of trade on Monday, 11 July 2005
(`the consolidation`);
2.1.2 increase the authorised share capital of the company to R666 600
consisting of 200 000 000 ordinary shares of 0,3333 cent each by the creationof 185 000 000 ordinary shares of 0,3333 cent each, with effect from the
commencement of trade on Monday, 11 July 2005 (`the increase in authorised
share capital`);
2.1.3 approve the acquisition of Verimark for a purchase price ofR275 000 000, to be satisfied by the issue of 110 000 000 authorised but
unissued ordinary shares in the company at an issue price of 250 cents per share
to the trustees of the Van Straaten Family Trust and Prime Rentals Close
Corporation(`the sellers`);2.1.5 adopt a new Memorandum and Articles of Association for the company;
2.1.6 place all the unissued shares in the authorised share capital of the
company under the control of the directors of the company as a general
authority in terms of section 221 of the Companies Act, 1973 (Act 61 of 1973),as amended (`the Companies Act`);
2.1.7 place the unissued shares in the authorised share capital of the company
under the control of the directors as a general authority in terms of section
221(2) of the Companies Act, who are authorised to allot and issue shares inthe capital of the company to those persons and upon such terms and conditions
as the directors in their sole discretion deem fit;
2.1.8 approve as a general approval (as contemplated by sections 85(2), 85(3)
and 89 of the Companies Act) the acquisition by the company of issued sharesin the company from time to time on such terms and conditions as the directors
may decide (`the general authority to repurchase shares`);
2.1.9 distribute to shareholders of the company any share capital and reserves
of the company in terms of section 90 of the Companies Act; and2.1.10 change the name of the company to Verimark Holdings Limited with effect
from the close of business on Monday, 11 July 2005 (`the change of name`),
were passed by the requisite majority of shareholders.
2.2 The special resolutions for the adoption of the new Memorandum andArticles of Association, the consolidation, the increase in authorised share
capital, the general authority to repurchase shares and the change of name
have been lodged with the Registrar of Companies for registration.
3. MANDATORY OFFER3.1 As Creditvision may proceed with the implementation of the transactions,
the sellers will acquire approximately 50,8% (58 000 000 shares) in
Creditvision`s increased issued share capital.
3.2 In terms of the Securities Regulation Code on Take-overs and Mergers, thevesting of 35% or more of the company`s issued shares in the sellers
constitute a change of control and an `affected transaction`, obliging the
sellers to extend an offer to all Creditvision shareholders to acquire their
shares on the same terms and conditions as per the acquisition.3.3 Accordingly, the sellers will extend an offer to shareholders of
Creditvision to acquire all their shares, or such lesser number as
shareholders wish to sell, for a cash consideration of 250 cents per share
(`the offer`).3.4 Salient dates in relation to the offer will be released on SENS and
published in the press in due course.
Johannesburg
23 June 2005Joint corporate adviser and lead sponsor
PSG CAPITAL
Joint corporate adviser and joint sponsor
RIVER GROUPReporting accountants
KPMG
Legal advisers
JOWELL GLYN & MARAISDate: 23/06/2005 05:37:09 PM Produced by the JSE SENS Department
