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ELB - Agreement Reached Between Directors And Further Cautionary Announcement
ELB Group Limited
(Incorporated in the Republic of South Africa)
Registration number: 1930/002553/06
Share code: ELR
ISIN: ZAE000035101
("ELB")
AGREEMENT REACHED BETWEEN DIRECTORS AND FURTHER CAUTIONARY ANNOUNCEMENT
Shareholders are advised that agreement has been reached between Twining
Investments (Proprietary) Limited ("Twinings"), Virroxsam (Proprietary) Limited
("Virroxsam") and Mrs. S J Wilson ("Wilson") whereby, subject to certain
conditions, Twinings will acquire 7 165 112 ordinary shares in ELB for an
average price of 464 cents per share ("Agreement"). This represents 21,3% of the
total issued share capital and 26,2% of the consolidated issued share capital of
ELB.
Twinings is an investment company of which Mr. A G Fletcher, the current
Executive Deputy Chairman of ELB is the sole director while Virroxsam is an
investment company of which Mr. W G L Bateman, the current Non Executive
Chairman is a director.
This Agreement is conditional on a suitable Black Economic Empowerment ("BEE")
deal being completed by ELB in respect of its Equipment and Engineering
interests and Twinings completing the financing arrangements for the purchase.
If the conditions are not met by 31 March 2006 the Agreement will terminate.
Mr. W G L Bateman is desirous that the culture and values of ELB be maintained
and envisages that this placing of the remaining shares held by the Bateman
family with Twinings will achieve that objective.
The Agreement between the two directors of ELB constitutes a "transaction" as
defined by the JSE Limited Listings Requirements and must be reported on as
follows:
Director Mr. A G Fletcher Mr. W G L Bateman
Date of agreement 25 November 2005 25 November 2005
Nature of agreement Purchase Sale
Number of securities 7 165 112 5 165 112
Price Average of R4.64 R4.50
Total value R33 246 119.68 R23 243 004.00
Class of securities Ordinary shares Ordinary shares
Nature and extent of
director"s interest Indirect beneficial Indirect beneficial
Clearance obtained Yes Yes
Shareholders will be advised timeously of the progress being made in finalising
a suitable BEE partner as mentioned in the cautionary announcements released on
SENS on 8 September 2005, 20 October 2005 and 10 November 2005 and should
continue to exercise caution when dealing in their ELB securities until a
detailed announcement is made.
Boksburg
28 November 2005
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 28/11/2005 04:33:08 PM Produced by the JSE SENS Department
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