| Mon 5 Sep 2005, 15:48 | | Maxiprest - Results of the general meeting |
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Maxiprest - Results of the general meeting of members and results of the scheme
meeting relating to a scheme of arrangement
Bridgestone Firestone Maxiprest Limited
(Incorporated in the Republic of South Africa)
(Registration number 1988/006456/06)
Share code: BDS ISIN: ZAE000027447
(`Maxiprest` or `the company`)
Results of the general meeting of members and results of the scheme meeting
relating to a scheme of arrangement (`the scheme`) in terms of Section 311 of
the Companies Act, 1973 (Act 61 of 1973), as amended (`the Act`), proposed by
Maxiprest, between Maxiprest and its members (`scheme participants`) other
than Bridgestone South Africa Holdings (Proprietary) Limited (`Bridgestone
South Africa Holdings`)
1. Introduction
1.1 At the general meeting of members of Maxiprest held on Monday, 5 September
2005, Maxiprest members passed the:
* special resolution authorising the company to purchase in terms of the
scheme and section 85 of the Act the 47 438 680 issued ordinary shares in the
capital of the company owned by members, other than Bridgestone South Africa
Holdings for a cash consideration of 115 cents per share (`the scheme
consideration`); and
* ordinary resolution authorising the termination of the listing of Maxiprest
shares on the JSE Limited (`JSE`) from commencement of business on 27
September 2005.
1.2 At the scheme meeting of members of Maxiprest, other than Bridgestone
South Africa Holdings, also held on Monday, 5 September 2005, the scheme was
approved.
1.3 Application will be made to the High Court of South Africa (Witwatersrand
Local Division) (`the Court`) on Tuesday, 13 September 2005 at 10:00 or as
soon thereafter as Counsel may be heard for an order sanctioning the scheme.
The Court is located in the High Court Building, von Brandis Square, corner
Pritchard and von Brandis Streets, Johannesburg.
1.4 A further announcement regarding the outcome of the application to the
Court will be released on the Securities Exchange News Service (`SENS`) on
Tuesday, 13 September 2005 and published in the press on Wednesday, 14
September 2005.
1.5 Subject to the fulfilment of the remaining conditions precedent as set out
in paragraph 2 below:
* the last day to trade in Maxiprest shares to participate in the scheme will
be Friday, 16 September 2005;
* trading in Maxiprest shares will be suspended from the commencement of
business on Monday, 19 September 2005;
* the consideration record date, being the date on which a member must be
registered as such to participate in the scheme, will be the close of business
on Friday, 23 September 2005 (`consideration record date`);
* the operative date, being the date of implementation of the scheme, will be
Monday, 26 September 2005 (`operative date`); and
* the listing of Maxiprest shares on the JSE will be terminated at the
commencement of business on Tuesday, 27 September 2005.
Members are reminded that no share certificates may be dematerialised after
Friday, 16 September 2005.
Any changes to the above dates will be released on SENS and published in the
press.
2. Remaining conditions precedent
Implementation of the scheme is still subject to the following conditions
precedent:
* the Registrar of Companies registering the special resolution referred to in
paragraph 1.1 above;
* the Court sanctioning the scheme; and
* a certified copy of the Order of Court sanctioning the scheme being
registered by the Registrar of Companies.
3. Action required
Should the remaining conditions precedent be fulfilled, the scheme is expected
to become operative on Monday, 26 September 2005 and:
3.1 members, other than Bridgestone South Africa Holdings, who hold their
shares in certificated form will be required to surrender their documents of
title together with a form of surrender in order to receive the scheme
consideration. A form of surrender was included in the circular posted to
members on 11 August 2005 for this purpose and a further surrender circular
will be posted to members once the remaining conditions precedent are
fulfilled;
3.2 the scheme consideration will be posted on the operative date, at the risk
of scheme participants, to scheme participants who hold their shares in
certificated form (`certificated scheme participants`) and who have
surrendered their documents of title together with a form of surrender before
the consideration record date. Those certificated scheme participants who
surrender their documents of title together with a form of surrender after the
consideration record date will have their scheme consideration posted to them,
at their risk, within five business days of receipt of their documents of
title together with a form of surrender by the transfer secretaries,
Computershare Investor Services 2004 (Proprietary) Limited. The scheme
consideration will be transferred on the operative date to scheme participants
who hold their shares in dematerialised form.
Johannesburg
5 September 2005
Corporate advisor to Maxiprest
Deloitte Corporate Finance Division
Deloitte & Touche Chartered Accountants (SA)
Registered Accountants and Auditors
Sponsor
Deloitte & Touche Sponsor Services (Pty) Ltd
(Incorporated in the Republic of South Africa)
(Registration number 1996/000034/07)
Attorneys
WERKSMANS INCORPORATED
(Reg. No. 1990/007215/21)
Reporting Accountants
Deloitte & Touce Chartered Accountants (SA)
Registered Accountants and Auditors
Independent advisor to minority shareholders of Maxiprest
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
(Registration number 1970/003711/07)
Date: 05/09/2005 03:42:03 PM
Produced by the JSE SENS Department
