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Afrox/presmed - Results Of The General Meetings

Release Date: 08/09/1999 07:35:54      Code(s): AFX PSM PSD1
AFRICAN OXYGEN LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 05/00089/06)
("AFROX")
PRESIDENT MEDICAL INVESTMENTS LIMITED
(THE NAME OF WHICH IS TO BE CHANGED TO AFROX HEALTHCARE LIMITED)
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 85/01313/06)
("PRESMED")
RESULTS OF GENERAL MEETINGS, CONVERSION OF DEBENTURES, CONFIRMATION OF DETAILS
OF THE SPECIAL DIVIDEND, OFFERS TO PRESMED EQUITY HOLDERS, CHANGE OF NAME OF
PRESMED AND INTERIM INTEREST PAYMENT ON DEBENTURES
RESULTS OF GENERAL MEETINGS
BOE MERCHANT BANK, A DIVISION OF BOE BANK LIMITED ("BOE") AND THE BUSINESS
BANK, ARE AUTHORISED TO ANNOUNCE THAT ALL THE RESOLUTIONS REQUIRED TO BE PASSED
BY PRESMED SHAREHOLDERS AND DEBENTURE HOLDERS ("PRESMED EQUITY HOLDERS") AND
AFROX SHAREHOLDERS IN ORDER TO GIVE EFFECT TO THE MERGER OF PRESMED AND CERTAIN
OF THE HEALTHCARE INTERESTS OF AFROX ("THE MERGER"), DETAILS OF WHICH WERE
CONTAINED IN SEPARATE CIRCULARS TO PRESMED EQUITY HOLDERS ("THE PRESMED
CIRCULAR") AND AFROX SHAREHOLDERS, RESPECTIVELY DATED 12 AUGUST 1999 WERE
PASSED BY THE REQUISITE MAJORITIES ON 3 SEPTEMBER 1999. ALL SPECIAL RESOLUTIONS
PASSED AT THE GENERAL MEETING OF PRESMED WERE REGISTERED BY THE REGISTRAR OF
COMPANIES ON 7 SEPTEMBER 1999. ACCORDINGLY, THE MERGER HAS BECOME UNCONDITIONAL
AND IS BEING IMPLEMENTED AS IF IT HAD OCCURRED ON 1 APRIL 1999. THE 155 399 557
NEW PRESMED SHARES TO BE ISSUED IN TERMS OF THE MERGER AGREEMENT ("THE
CONSIDERATION SHARES") WILL BE ISSUED AND LISTED ON TUESDAY, 14 SEPTEMBER 1999.
CONVERSION OF DEBENTURES
IN TERMS OF PROPOSALS CONTAINED IN THE PRESMED CIRCULAR, PRESMED'S DEBENTURE
HOLDERS WERE AFFORDED THE OPTION TO ELECT TO CONVERT THEIR DEBENTURES, BY
FRIDAY, 3 SEPTEMBER 1999, INTO PRESMED ORDINARY SHARES IN THE RATIO OF 176 NEW
PRESMED ORDINARY SHARES FOR EVERY 100 DEBENTURES HELD. THE HOLDERS OF 1449227
(50,07%) PRESMED DEBENTURES ("THE CONVERTED DEBENTURES") HAVE ELECTED TO
CONVERT THEIR DEBENTURES INTO 2550636 NEW PRESMED ORDINARY SHARES ("THE
EXCHANGE SHARES"). THE HOLDERS OF THE EXCHANGE SHARES WILL BE ENTITLED TO
PARTICIPATE IN THE SPECIAL DIVIDEND REFERRED TO IN THE ENSUING PARAGRAPH.
CONSEQUENTLY THE LISTING OF THE CONVERTED DEBENTURES HAS BEEN TERMINATED AT THE
CLOSE OF TRADING ON MONDAY, 6 SEPTEMBER 1999 AND THE LISTING OF THE EXCHANGE
SHARES COMMENCED ON THE JOHANNESBURG STOCK EXCHANGE ("THE JSE") WITH EFFECT
FROM THE COMMENCEMENT OF TRADING ON TUESDAY, 7 SEPTEMBER 1999.
AS A RESULT OF THE AFORESAID CONVERSION OF DEBENTURES, PRESMED'S ISSUED SHARE
CAPITAL HAS INCREASED FROM 61505493 TO 64056129 ORDINARY SHARES OF 15,625 CENTS
EACH AND THE NUMBER OF ISSUED DEBENTURES HAS REDUCED FROM 2894500 TO 1 445 273.
THE NUMBER OF ISSUED SHARES, FOLLOWING THE ISSUE OF THE CONSIDERATION SHARES AS
WELL AS THE EXCHANGE SHARES, WILL BE 219455686.
CONFIRMATION OF RECORD DATE AND PAYMENT DATE FOR THE SPECIAL DIVIDEND
IN THE PRESS ANNOUNCEMENT PUBLISHED BY PRESMED ON 27 AUGUST 1999, PRESMED
EQUITY HOLDERS WERE ADVISED THAT A SPECIAL DIVIDEND OF R7 MILLION, CONDITIONAL
UPON THE MERGER BECOMING UNCONDITIONAL BY FRIDAY, 3 SEPTEMBER 1999, WAS
DECLARED, PAYABLE TO THOSE PRESMED ORDINARY SHAREHOLDERS REGISTERED AS SUCH ON
FRIDAY, 10 SEPTEMBER 1999.
ACCORDINGLY THE SPECIAL DIVIDEND, AMOUNTING TO 10,928 CENTS PER PRESMED
ORDINARY SHARE WILL BE PAID ON TUESDAY, 14 SEPTEMBER 1999 TO THOSE PRESMED
SHAREHOLDERS REGISTERED AS SUCH ON FRIDAY, 10 SEPTEMBER 1999.
ALL TRANSACTIONS IN PRESMED SHARES CONCLUDED DURING THIS WEEK ENDING FRIDAY, 10
SEPTEMBER 1999 WILL BE FOR IMMEDIATE SETTLEMENT ON THE JSE.
OFFERS TO PRESMED EQUITY HOLDERS
AFROX WILL, DIRECTLY AND INDIRECTLY, CONTROL APPROXIMATELY 76,5% OF PRESMED'S
ISSUED ORDINARY SHARES AFTER THE ISSUE OF THE CONSIDERATION SHARES. IN TERMS OF
THE REQUIREMENTS OF THE SECURITIES REGULATION CODE ON TAKEOVERS AND MERGERS,
AFROX WILL MAKE A MANDATORY CASH OFFER TO PRESMED SHAREHOLDERS AT THE
EQUIVALENT OF THE TRANSACTION PRICE, IE 312 CENTS PER PRESMED ORDINARY SHARE,
EXCLUDING THE SPECIAL DIVIDEND. A COMPARABLE CASH OFFER, IE AT 549 CENTS PER
PRESMED DEBENTURE, PLUS INTEREST AT 12% PER ANNUM CALCULATED ON THE ISSUE PRICE
OF THE DEBENTURES OF 250 CENTS EACH, FROM 1 MARCH 1999 TO THE DATE OF PAYMENT
OF THE OFFER CONSIDERATION. WILL ALSO BE EXTENDED BY AFROX TO THOSE DEBENTURE
HOLDERS WHO DID NOT AVAIL THEMSELVES OF THE OPTIONAL CONVERSION PROPOSAL
CONTAINED IN THE PRESMED CIRCULAR.
BOE HAS CONFIRMED TO THE SECURITIES REGULATION PANEL THAT SUFFICIENT FUNDS ARE
AVAILABLE TO IMPLEMENT THE AFOREMENTIONED OFFERS ("THE OFFERS") IN FULL.
THE CIRCULAR TO PRESMED EQUITY HOLDERS, CONTAINING FULL DETAILS OF THE OFFERS,
INCLUDING THE PROCEDURE REQUIRED IN REGARD TO THEIR ACCEPTANCES AND THE
SURRENDER OF EXISTING SHARE AND DEBENTURE CERTIFICATES RELATING TO ITS CHANGE
OF NAME, WILL BE POSTED ON OR ABOUT FRIDAY, 10 SEPTEMBER 1999. THE OFFERS WILL
OPEN AT 09:30 ON THE SAME DATE AND CLOSE AT 16:30 ON OR ABOUT FRIDAY, 1 OCTOBER
1999.
CHANGE OF NAME AND PUBLICATION OF REVISED LISTING PARTICULARS
THE NAME OF PRESMED WILL BE CHANGED TO "AFROX HEALTHCARE LIMITED" WITH EFFECT
FROM 4 OCTOBER 1999. REVISED LISTING PARTICULARS OF AFROX HEALTHCARE LIMITED,
IN THE FORM OF AN ABRIDGED PRE-LISTING STATEMENT, WILL BE PUBLISHED ON OR ABOUT
14 SEPTEMBER 1999.
NOTICE OF RECORD DATE FOR PAYMENT OF INTEREST ON DEBENTURES
NOTICE IS HEREBY GIVEN THAT THE RECORD DATE FOR THE PAYMENT OF INTEREST ON THE
REMAINING DEBENTURES IN THE CAPITAL OF PRESMED FOR THE SEVEN MONTHS ENDING 30
SEPTEMBER 1999 OF 17,5 CENTS PER DEBENTURE WILL BE THE CLOSE OF BUSINESS ON
THURSDAY, 23 SEPTEMBER 1999. THE SAID INTEREST PAYMENT WILL BE EFFECTED ON 28
JANUARY 2000.
JOHANNESBURG
8 SEPTEMBER 1999



                                        
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