| Mon 19 Sep 2005, 12:32 | | Tiger Brands Limited - Results Of The General Meet |
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Tiger Brands Limited - Results Of The General Meeting And The Scheme Meeting
Tiger Brands Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1944/017881/06)
Share code: TBS
ISIN: ZAE000023560
(`Tiger Brands` or `the Company`)
RESULTS OF THE GENERAL MEETING AND THE SCHEME MEETING
1. INTRODUCTION
Tiger Brands shareholders (`shareholders`) are referred to the announcements
dated 14 July 2005 and 29 August 2005, and the circular to shareholders dated 26
August 2005, relating to the Tiger Brands staff empowerment transaction in terms
of which Tiger Brands is to facilitate the acquisition of a 4% direct ownership
interest in the ordinary share capital of the Company by a broad base of
employees.
1.1 At the general meeting held today, Monday, 19 September 2005, the
following resolutions were passed, inter alia:
1.1.1 the special resolution required in accordance with the Listings
Requirements of the JSE Limited (`the JSE`) for the acquisition by
Thusani Empowerment Investment Holdings (Proprietary) Limited
(`Thusani`), a wholly-owned subsidiary of Tiger Food Brands Limited
(`Tiger Food Brands`), in terms of section 89 of the Companies Act No
61 of 1973, as amended (`the Companies Act`), of 0.94% of the issued
ordinary share capital of Tiger Brands in terms of the scheme;
1.1.2 the ordinary resolution approving the sale by Tiger Food Brands
of the ordinary shares held by it in Thusani to the Tiger Brands
Thusani Trust.
1.2 The scheme of arrangement in terms of section 311 of the Companies
Act, proposed by the trustees of the Tiger Brands Black Managers Trust,
Thusani and the trustees of the Tiger Brands General Staff Share Trust
between Tiger Brands and its shareholders (other than Tiger Food Brands)
for the acquisition, collectively, of 4 Tiger Brands shares for every 100
Tiger Brands shares held in return for a consideration of R112 per Tiger
Brands share acquired (`the scheme`) has been approved by the requisite
majority of votes at the scheme meeting held today, Monday, 19 September
2005. Scheme members present in person or represented by proxy holding 120
806 554 Tiger Brands shares voted in favour of the scheme, which votes
represent 99.69% of the total number of votes exercised by the scheme
members present either in person or represented by proxy at the scheme
meeting.
1.3 The special resolution referred to in paragraph 1.1.1 above will be
lodged with the Registrar of Companies for registration. Application will
be made to the High Court of South Africa (Witwatersrand Local Division)
(`the Court`), which is located in the High Court Building, von Brandis
Square, corner Pritchard and von Brandis Streets, Johannesburg, to sanction
the scheme on Tuesday, 27 September 2005 at 10:00 or as soon thereafter as
Counsel may be heard.
2. IMPORTANT DATES AND TIMES
2005
Court hearing to sanction the scheme on Tuesday, 27 September
If the scheme is sanctioned and the Order of Court
registered:
Announcement on SENS regarding the sanctioning of
the scheme on Tuesday, 27 September
Announcement in the press regarding the sanctioning
of the scheme on Wednesday, 28 September
Last day to trade in Tiger Brands shares on the
JSE in order for shareholders to be eligible to
receive the scheme consideration on Friday, 7 October
First day to trade in Tiger Brands shares on the
JSE ex-entitlement to the scheme consideration on Monday, 10 October
Scheme consideration record date, being the date on
which shareholders must be recorded in the register
of members of Tiger Brands in order to be scheme
participants and so become entitled to receive the
scheme consideration, at 17:00 on Friday, 14 October
Expected operative date of the scheme, at the
commencement of trading on the JSE on Monday, 17 October
The scheme consideration is expected to be
transferred or posted (as the case may be), and
new share certificates expected to be posted to
certificated scheme participants whose documents
of title are received by the transfer secretaries
before 12:00 on Friday, 14 October 2005 on Monday, 17 October
or
failing receipt of documents of title before 12:00
on Friday, 14 October 2005, within five business days
of receipt thereof by the transfer secretaries.
The scheme consideration is expected to be credited
to the dematerialised scheme participants` accounts
held at their CSDP or broker and share balances updated
from Monday, 17 October
Notes:
1. The abovementioned times and dates are South African times and dates,
and are subject to change. Any such change will be released on SENS and
published in the press.
2. Shareholders may not dematerialise or rematerialise their existing Tiger
Brands shares after Friday, 7 October 2005. Dematerialisation and
rematerialisation of Tiger Brands shares will recommence under the new ISIN
of ZAE000071080 after Monday, 17 October 2005.
3. CONDITIONS PRECEDENT
The scheme is subject to:
- the registration of the special resolution by the Registrar of Companies;
- the sanctioning of the scheme by the Court; and
- the registration of the Order of Court sanctioning the scheme by the Registrar
of Companies.
4. CHAIRPERSON`S REPORT
Copies of the Chairperson`s report on the scheme meeting will be available to
any shareholder on request, free of charge, from Monday, 19 September 2005 until
Tuesday, 27 September 2005, during normal business hours, at the registered
office of Tiger Brands, 3010 William Nicol Drive, Bryanston, Sandton and at the
office of the investment bank and transaction sponsor, being the Standard Bank
of South Africa Limited, at 5th Floor, 3 Simmonds Street, Johannesburg.
Bryanston
19 September 2005
Investment bank and transaction sponsor
Standard Bank
Independent reporting accountants and auditors
Ernst & Young
Corporate law advisers
Edward Nathan (Proprietary) Limited
Sponsor
JPMorgan
Date: 19/09/2005 12:16:17 PM
Produced by the JSE SENS Department
