| Mon 14 Nov 2005, 11:25 | | JD Group Limited |
|
JD Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1981/009108/06)
(Share code: JDG ISIN: ZAE000030771)
("JDG")
Connection Group Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1997/005390/06)
(Share code: CCT ISIN: ZAE000042529)
("Connection")
RESULTS OF SCHEME MEETING
1. Introduction
Connection shareholders are referred to the announcements issued by JDG and
Connection on 1 August 2005 and 30 August 2005, and the circular to Connection
shareholders dated 31 August 2005 relating to a scheme of arrangement in terms
of section 311 of the Companies Act No 61 of 1973, as amended, ("the Act")
proposed by JDG between Connection and its shareholders ("the scheme"), to the
exclusion of Software Connection (Proprietary) Limited (a wholly owned
subsidiary of Connection) in respect of its treasury shares and the Connection
Group Holdings Share Trust Scheme in respect of the shares held by it ("the
excluded members") (the shareholders other than the excluded members are
hereafter referred to as "the scheme members").
2. Scheme meeting
At the meeting of scheme members ("scheme meeting") held today, Friday, 28
October 2005, the scheme was approved by the requisite majority of votes. Scheme
members present in person or represented by proxy holding 19 247 517 Connection
shares voted in favour of the scheme, which votes represent 99,98% of the total
votes exercised by the scheme members.
3. Chairperson's report
Copies of the Chairperson's report on the scheme meeting are available to any
shareholder on request, free of charge, from Monday, 31 October 2005 until
Tuesday, 8 November 2005, during normal business hours, at the registered office
of Connection, 6 Mellis Road, Mellis Park, Rivonia, Sandton and at the office of
the Chairperson of the scheme meeting, Mr Arthur J Aaron, at Werksmans Inc, 155
- 5th Street, Sandown, Sandton.
4. Scheme conditions precedent
The implementation of the scheme is still subject to and will only become
operative upon the fulfilment of the following conditions precedent, which shall
not be later than 31 March 2006:
4.1 the Court sanctioning the scheme;
4.2 a certified copy of the Order of Court sanctioning the scheme being
registered by the Registrar of Companies in terms of the Act; and
4.3 the unconditional approval by the Competition Authorities.
5. Application to Court
Application will be made to the High Court of South Africa (Witwatersrand Local
Division) ("the Court") on Tuesday, 8 November 2005 at 10:00 or as soon
thereafter as Counsel may be heard to conditionally sanction the scheme subject
to the fulfilment of scheme condition precedent 4.3 above, alternatively to
extend the return date initially to 29 November 2005 and from time to time
thereafter, if need be, until such scheme condition precedent is fulfilled
provided, however, that the aforegoing shall take place not later than 31 March
2006.
6. Revised salient dates and times
Shareholders are referred to the salient dates and times contained in the
announcement issued by JDG and Connection on 30 August 2005 and the circular to
Connection shareholders dated 31 August 2005. As condition precedent 4.3 is yet
to be fulfilled, the salient dates and times have been revised as follows:
2005
If the scheme is conditionally sanctioned Tuesday, 29 November
subject to the fulfilment of condition 4.3
above, then a Court hearing will take place
to remove the conditionality thereof,
alternatively a Court hearing will take place
to sanction the scheme (if the report back
date is extended on 8 November 2005 until 29
November 2005)
Announcement of Court sanctioning of the Tuesday, 29 November
scheme published on the Securities Exchange
News Service ("SENS") on
Announcement of Court sanctioning of the Wednesday, 30 November
scheme published in the press on
If the scheme is sanctioned and implemented:
Last day to trade for shareholders to be Thursday, 8 December
eligible to receive the scheme consideration
on
(after which no dematerialisation or
rematerialisation of Connection share
certificates may take place)
Suspension of listing of Connection shares at Friday, 9 December
commencement of trading on
Last day on which shareholders must be Thursday, 15 December
recorded in the register in order to receive
the scheme consideration by close of trading
on
Operative date of the scheme at the Monday, 19 December
commencement of trading on
Scheme consideration posted to certificated Monday, 19 December
scheme participants (if documents of title
are received on or prior to the record date)
on or about
or, failing receipt of documents of title on
or before the record date, within five
business days of receipt thereof by the
transfer secretaries
Dematerialised scheme participants have their Monday, 19 December
accounts held at their CSDP/broker credited
with the scheme consideration on
Termination of listing of the Connection Tuesday, 20 December
shares on the JSE Limited at the commencement
of trading on
These dates and times are subject to change.
Any such change will be released on SENS and
published in the press.
7. Further announcement
A further announcement regarding the outcome of the application to Court, the
fulfilment of the remaining conditions precedent and any update to the salient
dates relating to the implementation of the scheme will be published on or about
Tuesday, 8 November 2005.
Johannesburg
28 October 2005
Financial advisor and transaction sponsor to JDG
ABSA
Corporate & Merchant Bank
Corporate Finance
Absa Bank Limited
Reg. No. 1986/004794/06
Attorneys to JDG
Feinsteins Attorneys
(Levy, Feinsteins & Associates Inc)
(Registration number 1995/001716/21)
Merchant bank and sponsor to Connection
Rand Merchant Bank
A division of FirstRand Bank Limited
Corporate legal advisors to Connection
PAUL BOTHA &
ASSOCIATES (PTY) LTD
Independent advisor to Connection
Investec
Corporate Finance
Investec Bank Limited
(Registration number 1969/004763/06)
Sponsor to JDG
PSG Capital
Date: 28/10/2005 04:54:18 PM Produced by the JSE SENS Department
