| Fri 17 Mar 2006, 14:18 | | Glenrand MIB Limited - Results Of The Scheme Meeti |
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Glenrand MIB Limited - Results Of The Scheme Meeting And The General Meeting
GLENRAND MIB LIMITED
(a Licensed Financial Services Provider)
(Incorporated in the Republic of South Africa)
(Registration number 1997/008001/06)
Share code: GMB ISIN: ZAE000018529
("Glenrand")
RESULTS OF THE SCHEME MEETING AND THE GENERAL MEETING
1. INTRODUCTION
Glenrand ordinary shareholders are referred to the announcement dated 13
October 2005 and published in the press on 14 October 2005 relating to the
facilitation of the increase of Glenrand"s black shareholder base through a
broad-based black employee share scheme, a black business partner scheme
("BBP Transaction") and the acquisition of the outstanding 49.9% of the
issued ordinary share capital of Glenrand MIB Makgulong (Proprietary)
Limited ("Acquisition") that Glenrand does not currently own.
2. SCHEME MEETING
2.1. At the scheme meeting held on Friday, 17 March 2006, the scheme of
arrangement in terms of section 311 of the Companies Act (Act 61 of
1973), as amended, proposed by Risk Funding Services (Proprietary)
Limited, a 100% owned subsidiary of Glenrand and the trustees of the
Glenmib Employee Empowerment Trust ("Glenmib trust"), between Glenrand
and its shareholders (other than Kunene Finance Company Limited, the
Glenmib Employee Scheme and the Glenmib Trust), ("Scheme") for the
purchase of 12.30717 Glenrand ordinary shares for every 100 Glenrand
ordinary shares held by Glenrand ordinary shareholders in return for a
cash consideration of R2.27 per Glenrand ordinary share, has been
approved by the requisite majority of votes.
2.2. Scheme members present in person or represented by proxy holding 139
274 928 Glenrand ordinary shares voted in favour of the Scheme, which
votes represent 99.05% of the total number of votes exercised by the
scheme members present either in person or represented by proxy at the
scheme meeting.
2.3 Copies of the Chairperson"s report on the scheme meeting will be
available to any shareholder on request, free of charge, from Monday,
20 March 2006 until Monday, 27 March 2006, during normal business
hours, at the registered office of Glenrand, 288 Kent Avenue, Randburg
and at the offices of the Chairperson, Webber Wentzel Bowens Inc, 10
Fricker Road, Illovo Boulevard, Illovo.
2.4 Application will be made to the High Court of South Africa
(Witwatersrand Local Division), which is located in the High Court
Building, von Brandis Square, corner Pritchard and von Brandis
Streets, Johannesburg, to sanction the Scheme on Tuesday, 28 March
2006 at 10:00 or as soon thereafter as Counsel may be heard.
3. GENERAL MEETING
3.1 Glenrand ordinary shareholders are referred to the circular to
Glenrand shareholders dated 20 February 2006 ("the circular")
regarding the proposed facilitation of the increase of Glenrand"s
black shareholder base.
3.2 At a general meeting of Glenrand ordinary shareholders held on Friday,
17 March 2006, all the ordinary and special resolutions as set out in
the circular were approved by the requisite majority of shareholders
to give effect to the proposed transaction.
3.3 The special resolution referred to above will be lodged with the
Companies and Intellectual Property Registration Office ("Registrar")
for registration in due course.
4. IMPORTANT DATES AND TIMES
2006
Results of the scheme meeting and the Monday, 20 March
general meeting published in the South
African press on
Court hearing to sanction the Scheme Tuesday, 28 March
expected to be at 10:00 (or as soon
thereafter as Counsel may be heard) on
Results of the application to the Tuesday, 28 March
Court to sanction the Scheme released
on SENS on
Results of the application to the Wednesday, 29 March
Court to sanction the Scheme published
in the South African press on
If the Scheme is sanctioned and
implemented
Order of Court sanctioning the Scheme Wednesday, 29 March
registered by the Registrar on or
about
Confirmation of registration of Order Thursday, 30 March
of Court sanctioning the Scheme
released on SENS and published in the
South African press on or about
Last day to trade in ordinary shares Thursday, 6 April
on the JSE in order to be recorded in
the Register on the record date for
the Scheme
Listing of replacement ordinary shares Friday, 7 April
Ordinary shares trade "ex" the scheme Friday, 7 April
under the new ISIN of ZAE000078010
Record date for the Scheme on which Thursday, 13 April
ordinary shareholders must be recorded
in the Register to receive the scheme
consideration by close of business on
Operative date of the Scheme from Tuesday, 18 April
commencement of trade on the JSE on
Scheme consideration will be made Tuesday, 18 April
available to scheme participants from
Replacement ordinary share
certificates will be posted to
certificated scheme participants, Tuesday, 18 April
provided that their ordinary share
certificates have been surrendered by
no later than 12:00 on the record date
for the Scheme (or within 5 Business
Days of receipt if received
thereafter) on or about
Dematerialised scheme participants Tuesday, 18 April
will have their accounts at their CSDP
or broker updated on
Issue and listing of new ordinary Tuesday, 18 April
shares
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. No dematerialisation or rematerialisation of existing ordinary shares
under the ISIN of ZAE000018529 will take place after Thursday, 6 April
2006.
3. Dematerialisation and rematerialisation of replacement ordinary shares
under the ISIN of ZAE000078010 will recommence after Tuesday, 18 April
2006.
5. CONDITIONS PRECEDENT
The BBP Transaction is subject to, inter alia, the following conditions
precedent:
- the fulfilment of conditions precedent as set out in the subscription
agreements, and the registration of the special resolutions by the
Registrar.
The Scheme is subject to inter alia, the following conditions precedent:
- the sanctioning of the Scheme by the High Court; and
- the registration of the Order of Court sanctioning the Scheme by the
Registrar.
The BBP Transaction, Acquisition and Scheme are inter-conditional and, as
such, the implementation of each element is conditional on all requisite
approvals of the other elements being received (which conditions are
capable of waiver at Glenrand"s discretion)
An announcement will be released on SENS and published in the South African
press as soon as possible after the fulfilment or non-fulfilment, as the
case may be, of the conditions precedent.
Randburg
17 March 2006
Investment bank, transaction advisor and sponsor
Nedbank Capital
Independent reporting accountants
KPMG
Legal advisor
Deneys Reitz
Independent advisor
Ernst & Young
Date: 17/03/2006 02:18:08 PM Produced by the JSE SENS Department
