| Mon 15 Mar 2004, 16:46 | | RESULTS OF GENERAL MEETING AND FURTHER CAUTIONARY |
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EDUTECH - RESULTS OF GENERAL MEETING AND FURTHER CAUTIONARY ANNOUNCEMENT
NOVA EDUCATION AND TECHNOLOGY HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/006957/06)
Share code: ETH ISIN: ZAE000033270
("Edutech" or " the company")
RESULTS OF GENERAL MEETING AND FURTHER CAUTIONARY ANNOUNCEMENT
Results of the general meeting
At the general meeting of Edutech held on Monday 15 March 2004, the following
resolutions, amongst others, were approved unanimously by shareholders either in
person or by proxy:
* The disposal in terms of section 228 of the Companies Act of the assets and
liabilities of Edutech to a related party ("the disposal");
* The change of name from Nova Education and Technology Holdings Limited to
Creditvision Holdings Limited;
* A general authority to issue shares for cash.
Changes to the board of directors and company secretary
The following directors will be resigning from the board of directors with
effect from 15 March 2004:
J. C. Klopper C. J. H. van Wyk L. M. Maree L. H. Swanepoel
E. H. Davies A. Lianos P. E. Swart L. C. Bekker
The following directors have been appointed to the board of Creditvision
Holdings Limited (formerly Edutech) with effect from 15 March 2004
Name Designation
Mr. H. W. Bonsma Executive Chairman of the Board
Mr. K. M. van Nieuwenhuizen Managing Director
Mrs. M. Durrant Financial Director
With effect from 15 March 2004, Mr. J. C. Klopper has resigned from the position
of company secretary, and will be replaced by Mrs Erica Schubert.
Offer to shareholders
With shareholders approving the disposal, the following timetable is included in
respect of the offer to shareholders by the Callidus Consortium regarding the
change in control of Edutech to the Callidus Consortium.
Offer opens at 09:00 Tuesday 16 March
Last day for EDUTECH shareholders to trade in their EDUTECH shares on the JSE
Securities Exchange South Africa ("JSE") to be eligible to participate in the
offer Friday 26 March
Securities trade "ex" the offer Monday 29 March
Record date for participating in the offer Friday 2 April
Offer closes at 12:00 (note 2) Friday 2 April
Results of the offer published on SENS Monday 5 April
Cheques posted at the risk of certificated EDUTECH
shareholders against surrender of existing share
certificate(s) and acceptance form (pink) received (note 3) Monday 5 April
Dematerialised shareholders will have their accounts
credited and updated at their Central Securities Depository
Participant ("CSDP") or stock broker (note 4) Monday 5 April
Last date to trade for the name change Tuesday 6 April
Results of the offer published in the press Tuesday 6 April
Listing of company"s ordinary shares will change from
EDUTECH to Creditvision and trade in the new name
commences from the commencement of business Wednesday 7 April
Record date for the name change Friday 16 April
The listing of EDUTECH will terminate at commencement
of business on Monday 19 April
New share certificate(s) posted at the risk of
certificated shareholders against surrender of existing
share certificate(s) and surrender form (green) received Monday 19 April
Dematerialised shareholders will have their safe
custody accounts of their CSDP or broker updated. Monday 19 April
Note:
1. These dates are subject to amendment. Any amendment will be announced on
SENS and published in the press.
2. Dematerialised Edutech shareholders are required to notify their CSDP or
broker, as the case may be, of their intention to accept the offer in the
manner and time stipulated in the agreement entered into between such
shareholders and their CSDP or broker.
3. In the case of a certificated Edutech shareholder, such payment will be
made by cheque or deposited directly into the shareholders" bank account,
whichever a shareholder may instruct, at the risk of the shareholder
concerned, as soon as possible after, but at least within five business
days of the day on which the forms of acceptance, surrender and transfer
are received once the offer opens.
4. In the case of a dematerialised Edutech shareholder, payment will be made
by crediting their accounts at the CSDP or broker, as the case may be, as
agreed to between the shareholder and the CSDP, as soon as possible after,
but at least within five business days of receipt of notification by the
transfer secretaries once the offer opens.
5. No dematerialisation or rematerialisation of shares will take place between
Monday 29 March 2004 and Friday 16 April 2004 (both days inclusive).
6. Shares will trade in the name of EDUTECH until Tuesday 6 April 2004,
thereafter in the name of Creditvision.
CAUTIONARY ANNOUNCEMENT
Creditvision Holdings Limited will be classified as a cash company in terms of
the Listings Requirements of the JSE. The company will deal with potential
projects and transactions purely on merit regardless of the time constraints
imposed on it by the JSE Listings Requirements to do a transaction to retain its
listing, and it is therefore possible that the company may not enter into a
transaction within the required time period, being either six months or the date
of termination of the Venture Capital Sector of the JSE lists whichever is the
earliest, to retain its listing. Should the listing be suspended or terminated,
the company will reapply for the listing of its securities on the JSE once an
appropriate transaction is entered into. Shareholders are therefore advised to
exercise caution in dealing in their securities until a further announcement is
made.
Pretoria
15 March 2004
Attorneys
Brink Bonsma& de Bruyn
Corporate advisor
River Group
Lead sponsor
Deloitte & Touche Sponsor Services (Pty) Ltd
(Incorporated in the Republic of South Africa)
(Registration number 1996/000034/07)
Independent advisor
Deloitte
Joint sponsor
River Group
Reporting accountants
Deloitte & Touche Chartered Accountants (SA)
Registered Accountants and Auditors
Date: 15/03/2004 04:21:04 PM Produced by the JSE SENS Department
