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JCD
JCD
JCI - JCI Limited - JCI adjourned general meeting to be closed
JCI LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1984/00854/06
Share code: JCD ISIN: ZAE000039681 (Suspended)
("JCI")
JCI ADJOURNED GENERAL MEETING TO BE CLOSED
JCI shareholders are referred to the announcement dated 28 November 2006
advising shareholders amongst other matters, of the intended adjournment of
the general meeting which was scheduled for 30 November 2006 and was, on
that date, adjourned to 10h00 on Wednesday, 30 May 2007 ("the Meeting").
The only business proposed to be transacted at the Meeting is to deal with
resolutions 3 and 4 as set out in the notice of the general meeting dated 14
September 2006 and which had been dispatched by JCI to its shareholders ("the
Notice"). Those resolutions relate to the ratification by the shareholders of
JCI of a loan agreement entered into amongst JCI, JCI Investment Finance (Pty)
Limited (a wholly owned subsidiary of JCI) and Investec Bank Limited ("the Loan
Agreement").
The adjournment of the meeting was necessitated by the institution of
action by certain shareholders in the High Court of South Africa
(Witwatersrand Local Division) ("the Court") initially seeking to interdict
JCI from tabling resolutions 3 and 4 at any meeting of the shareholders of
JCI. Those shareholders have extended their application to seek, in
addition, an order declaring the Loan Agreement invalid and unenforceable
("the Litigation"). JCI has been independently advised that the agreements
are valid, but on this point has effectively elected to abide the decision
of the Court.
JCI has been further advised that it is unlikely that the Litigation will
be finally determined in the near future. Moreover, the Litigation has
effectively removed the decision on the Loan Agreement from shareholders
or the Board of JCI to the Courts, at least for as long as the Litigation
is pending. For this reason, even if the interdict was withdrawn and
shareholders could vote, their vote at any time before the outcome of the
litigation would be against a background of changing circumstances and
considerable uncertainty. For this reason and also because of the
impracticality and cost of keeping the meeting open, JCI intends on
Wednesday, 30 May 2007 to close the Meeting without tabling resolutions 3
and 4, and await the final outcome of the Litigation.
JCI shareholders will be updated accordingly.
1 March 2007
Johannesburg
Sponsor
Sasfin Capital
(A division of Sasfin Bank Limited)
Date: 01/03/2007 15:44:00 Produced by the JSE SENS Department.
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