| Mon 24 Apr 2006, 15:40 | | Metboard/Growthpoint - Results Of Metboard Scheme |
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GRT MPL
GRT MPL
Metboard/Growthpoint - Results Of Metboard Scheme Meeting
Metboard
(Incorporated in the Republic of South Africa)
(Registration number 1998/005425/06)
Share code: MPL ISIN: ZAE000014874
("Metboard")
Growthpoint
(Incorporated in the Republic of South Africa)
(Registration number 1987/004988/06)
Share code: GRT ISIN: ZAE000037669
("Growthpoint")
RESULTS OF METBOARD SCHEME MEETING
1. INTRODUCTION
Metboard linked unitholders are referred to the previous announcements and
circular dated 31 March 2006 regarding the scheme of arrangement ("the
Metboard scheme") in terms of section 311 of the Companies Act, 1973 (Act 61
of 1973), as amended ("Companies Act"), proposed by Growthpoint between
Metboard and the Metboard linked unitholders, other than Growthpoint ("scheme
members"), to acquire all of the Metboard linked units held by the scheme
members ("scheme units"). In terms of the Metboard scheme, Metboard linked
unitholders, other than Growthpoint, recorded as such on the consideration
record date (as defined in the circular) of the Metboard scheme ("scheme
participants"), which date is to be released on SENS and published in the
press, will receive 1 new Growthpoint linked unit for every 1.9 Metboard
linked units held, rounded to the nearest whole number.
2. APPROVAL OF SCHEME
At the scheme meeting held on Monday, 24 April 2006, 90.11% of the votes cast
were in favour of the Metboard scheme.
Accordingly the Metboard scheme has been approved in terms of section 311 of
the Companies Act which requires a minimum of 75% of the votes to be cast in
favour of the scheme.
3. CONDITIONS PRECENDENT
The Metboard scheme is subject to the fulfillment of the following
outstanding conditions precedent:
3.1 the Court sanctioning the Metboard scheme;
3.2 a certified copy of the Order of Court sanctioning the Metboard scheme
being registered by the Registrar of Companies in terms of the Companies Act;
and
3.3 the implementation of the scheme being approved in terms of the
Competition Act 1998 (Act 89 of 1998), as amended.
4. COURT SANCTION
The Chairman of the scheme meeting will report the results thereof to the
High Court of South Africa (Witwatersrand Local Division) ("the Court"), and
application will be made to the Court for sanction of the Metboard scheme, on
Tuesday, 9 May 2006 at 10:00, or so soon thereafter as Counsel may be heard.
Metboard linked unitholders are entitled to attend or be represented at such
hearing.
A copy of the Chairman"s report to the Court will be available on request to
any scheme member, free of charge, at the registered office of Metboard (100
Grayston Drive, Sandown, Sandton, 2196), and at the office of the Chairman
(c/o Cliffe Dekker Incorporated, Fourth Floor, 1 Protea Place, Sandown,
Sandton, 2196), during normal business hours, from Wednesday, 26 April 2006.
A further announcement regarding the outcome of the application to the Court
for sanction of the Metboard scheme will be released on SENS on or about
Wednesday, 10 May 2006 and will be published in the press the following day.
5. SALIENT DATES
Salient dates and times for the events subsequent to the announcement of the
results of the application to the Court for sanction of the Metboard scheme,
including the final date from when the Metboard scheme will become
unconditional and the last day to trade Metboard linked units on the JSE in
order to be recorded in the register to participate in the Metboard scheme,
will be released on SENS and published in the press once approval has been
received from the Competition Authorities. If the scheme does not become
operative and Growthpoint, in its sole discretion, elects to make the
substitute offer, these dates will be announced on SENS and published in the
press.
Johannesburg
24 April 2006
Investment bank to Growthpoint
Investec Corporate Finance
Investec Bank Limited
(Registration number 1969/004763/06)
Sponsor to Growthpoint
Investec Bank Limited
(Registration number 1969/004763/06)
Legal adviser to Growthpoint
Jowell, Glyn & Marais
Independent adviser and lead sponsor to Metboard
Ernst & Young Corporate Finance (Pty) Ltd
(Registration number 2000/031575/07)
Sponsor to Metboard
Investec Bank Limited
(Registration number 1969/004763/06)
Legal adviser to the scheme
Fluxmans Attorneys
Website: www.fluxmans.com
Fluxmans Inc. Registration No: 2000/024775/21
Reporting accountants
Ernst & Young
Chartered Accountants (SA)
(Registered Accountants and Auditors)
Metboard debenture trustee
Knowles Husain Lindsay Inc Attorneys
(Registration number 2000/000004/21)
Date: 24/04/2006 03:40:53 PM Produced by the JSE SENS Department
