| Tue 18 Apr 2006, 12:17 | | L.A. Group Limited - Results Of Scheme Meeting |
|
LAN LAR
LAR
L.A. Group Limited - Results Of Scheme Meeting
L.A. GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1936/008786/06)
Share Code: LAR & ISIN: ZAE000028676
Share Code: LAN & ISIN: ZAE000028684
("L.A. Group")
RESULTS OF SCHEME MEETING
APPROVALS
L.A. Group shareholders are advised that the scheme of arrangement in terms of
Section 311 of the Companies Act (Act 61 of 1973) as amended ("the Scheme")
proposed by Clifton Dunes Investments 327 (Proprietary) Limited ("Newco"), in
terms of which Newco will acquire all the shares in the issued share capital of
L.A. Group, other than those already held by Robben Island Management
(Proprietary) Limited ("Robben Island"), Greyhouse Trust, Rimaz Investments
(Proprietary) Limited, AF Peer Family Trust, Miss Alia Peer, Miss Nazlia Peer,
Mr Mohamed Peer, Mr Riyadh Peer and Mrs Fazlyn Peer (collectively, "the Peer
Family Shareholders") and any subsidiaries of L.A. Group ("the Scheme Members")
was duly approved at the scheme meeting held at 10:30 on Tuesday, 18 April 2006
in The Boardroom, 21st Floor, No. 2 Long Street, Cape Town (the "Scheme
Meeting") by the requisite majority of votes exercised by Scheme Members
eligible to attend and vote at the Scheme Meeting, representing a majority of
not less than three-fourths of the votes exercisable by these Scheme Members at
the Scheme Meeting.
COURT HEARING TO SANCTION THE SCHEME
Application to the High Court of South Africa (Cape Provincial Division) ("the
Court") for the sanctioning of the Scheme will be made at 10:00 or soon
thereafter as the matter may be heard on Wednesday, 26 April 2006. The Court is
located at the High Court Building, Keerom Street, Cape Town, 8001.
The Scheme is subject to the fulfilment of the following outstanding conditions
precedent:
- a certified copy of the Order of Court sanctioning the Scheme having been
lodged with, and registered by, the South African Registrar of Companies;
and
- L.A. Group shareholders, other than Robben Island, the Peer Family
Shareholders and any subsidiaries of L.A. Group, recorded in the share
register of L.A. Group on the consideration record date of the Scheme
subscribing for unlisted variable rate cumulative redeemable "B" class
preference shares to be allotted and issued by Newco in an amount of not
less than R98 million.
FURTHER DOCUMENTATION
An announcement containing details of the outcome of the Court hearing is
expected to be made on or about Wednesday, 26 April 2006, and the Election and
Surrender Circular is expected to be posted on or about Friday, 28 April 2006.
Cape Town
18 April 2006
Investment bank to Newco
(Standard Bank)
Independent adviser to L.A. Group
(PKF)
Sponsor to L.A. Group
(Sasfin Capital)
Attorneys to the Scheme
(Bernardt Vukic Potash and Getz)
Auditors and reporting accountants to L.A. Group
(Grant Thornton)
Attorneys to Standard Bank
(Prinsloo, Tindle & Andropoulos Inc)
Date: 18/04/2006 12:17:06 PM Produced by the JSE SENS Department
