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RLO
RLO
RLO - Reunert - Results of AGM, Introduction of BEE Partners and a proposed
Share Ownership Scheme
REUNERT LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1913/004355/06)
Share code: RLO & ISIN: ZAE000057428
("Reunert" or "the Company")
RESULTS OF THE REUNERT ANNUAL GENERAL MEETING, THE INTRODUCTION OF BLACK
ECONOMIC EMPOWERMENT ("BEE") PARTNERS INTO REUNERT ("THE BEE TRANSACTION") AND A
PROPOSED SHARE OWNERSHIP SCHEME FOR SOUTHERN AFRICAN EMPLOYEES OF THE REUNERT
GROUP ("THE EMPLOYEE TRANSACTION") ("THE PROPOSED TRANSACTIONS")
1. RESULTS OF THE ANNUAL GENERAL MEETING
Reunert shareholders ("Shareholders") are advised that at the annual general
meeting of Shareholders held on Tuesday, 6 February 2007, the ordinary and
special resolutions proposed in terms of the notice of annual general meeting
dated 6 December 2006 were all passed. The special resolutions will be submitted
to the Registrar of Companies for registration.
2. IMPLEMENTATION OF THE BEE TRANSACTION AND EMPLOYEE TRANSACTION
In particular, the necessary resolutions to give effect to the BEE transaction
and Employee transaction, as detailed in the circular to Shareholders dated 13
December 2006, were passed.
Shareholders are further advised that the Competition Authorities have approved
the sale of all of, Reunert`s remaining shares in Bargenel Investments Limited
("Bargenel") to Rebatona Investment Holdings (Proprietary) Limited ("Rebatona")
in terms of the BEE transaction.
- The BEE transaction will therefore be implemented following the fulfilment
of the following conditions precedent:
- the registration of the special resolution for the specific share
repurchase by Reunert of 563 631 Reunert ordinary shares from Bargenel
("the specific share repurchase") which specific share repurchase will be
implemented on or about Monday, 12 February 2007;
- the reorganisation of Bargenel`s share capital;
- the adoption of new articles and memoranda of association for Bargenel and
Rebatona;
- the allotment and issue by Bargenel to Reunert of the preference shares and
the special preference share;
- the allotment and issue by Rebatona to Reunert of the special preference
share;
- the subscription by Cheryl Ann Carolus, Dolly Doreen Mokgatle, Noluthando
Dorian Orleyn and Wendy Elizabeth Lucas-Bull (or by trusts for their
benefit) of shares in Rebatona;
- the subscription and acquisition by the Rebatona Educational Trust of
shares in Rebatona; and
- the execution of certain pledges.
3. GENERAL
With reference to the current buoyant state of the equity market, Reunert would
caution against unrealistic expectations.
Shareholders are referred to the statement issued at Reunert`s year-end
announcement in November last year.
It read as follows:
"Generally the business climate is expected to be favourable and most of the
group`s businesses are likely to continue producing real growth in earnings. The
consumer business may experience slower demand in a higher interest rate
environment.
Overall the group should achieve real earnings growth before the one off charge
arising from the BEE transaction."
Please note the reference to real growth as opposed to much higher predictions
by some market commentators.
4. DIRECTORATE
Following the implementation of the BEE transaction, Ms Noluthando Dorian Orleyn
will be appointed as a non-executive director of Reunert.
Sandton
6 February 2007
Investment Bank and Sponsor Attorneys
Transactional Sponsor
(Investec Bank Limited) RAND MERCHANT BANK (Bowman Gilfillan)
(A division of FirstRand
Bank Limited)
Date: 06/02/2007 15:31:01 Produced by the JSE SENS Department.
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