| Wed 3 Apr 2002, 0:00 | | Wb Holdings Limited - Results Of The General Meeti |
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WB Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1988/000570/06)
JSE code: WBH ISIN: ZAE 000007902
("WBH")
* Results of the general meeting of shareholders
* Offer to minority shareholders unconditional
* Reconstitution of the board of directors
Results of the general meeting
Further to the announcement and circular to shareholders dated 18 March
2002, shareholders are advised that at the general meeting held on Tuesday,
2 April 2002, the requisite majority of shareholders approved the resolution
authorising Theewaterskloof Holdings (Proprietary) Limited, the main
operating subsidiary of WBH to borrow a maximum amount of R22 000 000. The
final suspensive condition of the agreement in terms of which At Source
(Proprietary) Limited ("the Acquiror") acquired control of 63,12% of the
issued shares in WBH has now been fulfilled.
Offer to minority shareholders unconditional
The offer by the Acquiror to the minority shareholders, to acquire their WBH
shares at a price of 90 cents per share ("the offer"), has become
unconditional.
The offer opens on Thursday, 4 April 2002 and will close on Tuesday, 30
April 2002. Shareholders should note that the last date to trade in WBH
shares in order to be reflected in the register of WBH on the record date,
being 30 April 2002, and thereby to qualify to participate in the offer, is
Tuesday, 23 April 2002. Shareholders are referred to the circular dated 18
March 2002 in which the procedures for acceptance of the offer are set out.
The cash consideration payable to the WBH minority shareholders who accept
the offer will be paid as follows:
* in respect of shareholders who have not dematerialised their WBH shares,
payment will take place by post or direct deposit at the risk of the
minority shareholder, within 7 days of receipt of the form of acceptance,
surrender and transfer, together with the share certificates or other
documents of title; or
* in respect of shareholders who have dematerialised their WBH shares,
payment will be credited to their bank accounts by their duly appointed CSDP
within 7 days of receipt of notification by the duly appointed CSDP or
broker in the manner stipulated in the agreement governing the relationship
between that shareholder and the CSDP or broker, of their acceptance of the
offer.
Reconstitution of the board of directors
In order to take account of the change in control the board of directors of
WBH will be reconstituted with effect from 2 April 2002, on which date
Messrs R Silverman, A Silverman, HW Barenblatt, AH Botha, DA Katz and MG
Prew resigned as directors. Messrs TR Chennells (Managing Director) and CV
Steenkamp (Financial Director) were appointed as executive directors and
Messrs AR van Wyk and NJ van Staden as non-executive directors of WBH.
Cape Town
4 April 2002
Corporate Advisor & Sponsor
SASFIN BANK LIMITED
Attorneys to WB Holdings Limited
SONNENBERG HOFFMAN GALOMBIK
Attorneys to the Acquiror
JAN S DE VILLIERS
