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MFL
MFL
Metrofile Holdings Limited - Results of the General Meeting
Metrofile Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1983/012697/06)
Share code: MFL & ISIN: ZAE000061727
("Metrofile Holdings")
RESULTS OF THE GENERAL MEETING
INTRODUCTION
Metrofile Holdings shareholders are referred to the announcements dated 15
September 2006, 13 October 2006 and 20 October 2006 and the circular to
shareholders dated 6 November 2006 and are advised that:
- at the general meeting of shareholders held today, Wednesday, 29 November
2006 ("the general meeting"), the following resolutions were passed, inter
alia, by the requisite majority, as indicated in brackets for each
resolution below:
- the special resolution required in accordance with the Listings
Requirements of the JSE Limited ("the JSE") and section 85 of the Companies
Act, No. 61 of 1973, as amended ("the Companies Act"), approving the buy-
back and cancellation of 6 877 024 Metrofile Holdings treasury shares held
by MGX Management Services (Proprietary) Limited, a wholly owned subsidiary
of Metrofile Holdings, for a purchase consideration of 0.1 cent per
Metrofile Holdings share (98.74%);
- the ordinary resolution approving the acquisition by Metrofile Holdings of
the ordinary shares in Metrofile (Proprietary) Limited ("Metrofile") held
by the minority shareholders of Metrofile ("the minority
shareholders")(97.91%);
- the ordinary resolution approving the placement of the 137 898 811
authorised but unissued Metrofile Holdings shares created in respect of the
acquisition of the minority interests in Metrofile under the control of the
directors to be allocated to the minority shareholders as consideration for
the acquisition of their interests in Metrofile by Metrofile Holdings
(98.74%); and
- the ordinary resolution approving the placement of 10 000 000 authorised
but unissued Metrofile Holdings shares under the control of the directors
to issue for cash under general authority to meet the funding requirements
of the group in respect of contingent liabilities that become actual
liabilities (98.38%).
The special resolution passed at the general meeting will be lodged with the
Registrar of Companies for registration on Thursday, 30 November 2006.
Johannesburg
29 November 2006
Investment bank and sponsor
The Standard Bank of South Africa Limited
Attorneys
Webber Wentzel Bowens
Joint Attorneys
RL Daly Du Plessis Incorporated
Date: 29/11/2006 12:19:03 PM Produced by the JSE SENS Department
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