Proper - Appointment Of Director And Change Of Con
Proper - Appointment Of Director And Change Of Control Announcement
PROPER GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1998/001940/06)
Share code PRO ISIN ZAE000027181
(`Proper` or `the company` or `the group`)
APPOINTMENT OF DIRECTOR AND CHANGE OF CONTROL ANNOUNCEMENT
APPOINTMENT OF DIRECTOR
The board is pleased to announce the appointment of Ms Melinda van den Berg,
currently the company secretary, as a director of Proper with immediate effect.
This is a temporary arrangement as the board will be reconstructed upon
implementation of the proposed acquisition of Miranda Minerals (Pty) Ltd
(`Miranda`) and related matters (`the transaction`), further details of which
were included in the announcements dated 16 March 2005 and 6 July 2005.
CHANGE OF CONTROL AND WAIVER OF MANDATORY OFFER
Shareholders are referred to the announcement dated 6 July 2005 detailing
progress in respect of the transaction. Approval and implementation of the
transaction will result in a change of control of Proper to the vendors of
Miranda, which would, in the normal course, give rise to a mandatory offer to
the minority shareholders of the company in terms of the Securities Regulation
Code on Takeovers and Mergers (`the Code`). Application will be made to the
Securities Regulation Panel for dispensation to request a waiver of this
obligation by the independent minority shareholders in terms of Rule 8.7 of the
Code.
Pretoria
7 July 2005
Sponsor Corporate Advisor Restructuring
Advisor
River Sponsors (Pty) Ltd Radagast Capital (Pty) Ltd Gandalf Trust
Date: 07/07/2005 04:42:55 PM
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