STEERS HOLDINGS LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 69/04875/06)
("STEERS" OR "THE COMPANY")
RESULTS OF THE SEPARATE CLASS MEETINGS OF STEERS "N" ORDINARY AND ORDINARY
SHAREHOLDERS (COLLECTIVELY "STEERS SHAREHOLDERS") AND A GENERAL MEETING OF
STEERS SHAREHOLDERS (COLLECTIVELY "THE MEETINGS") REGARDING, INTER ALIA, THE
CONVERSION OF "N" ORDINARY SHARES INTO ORDINARY SHARES
1. INTRODUCTION
HSBC INVESTMENT SERVICES (AFRICA) (PTY) LIMITED IS AUTHORISED TO ANNOUNCE THAT,
AT THE MEETINGS WHICH WERE HELD ON WEDNESDAY, 17 NOVEMBER 1999, THE ORDINARY
AND SPECIAL RESOLUTIONS AS PROPOSED IN A CIRCULAR TO STEERS SHAREHOLDERS DATED
22 OCTOBER 1999 ("THE CIRCULAR") WERE UNANIMOUSLY APPROVED. THE SPECIAL
RESOLUTIONS PASSED AT THE MEETINGS HAVE BEEN LODGED AT THE REGISTRAR OF
COMPANIES FOR REGISTRATION.
STEERS SHAREHOLDERS WERE ASKED TO APPROVE ORDINARY AND SPECIAL RESOLUTIONS
RELATING TO:
(I) THE CONVERSION OF ALL STEERS "N" ORDINARY SHARES INTO ORDINARY SHARES ON
A ONE FOR ONE BASIS;
(II) THE CREATION OF AN ADDITIONAL 68 955 947 ORDINARY SHARES IN THE
AUTHORISED SHARE CAPITAL OF STEERS;
(III) THE AMENDMENT OF THE ARTICLES OF ASSOCIATION OF THE COMPANY IN ORDER TO
MAKE PROVISION FOR THE ACQUISITION BY THE COMPANY OF ITS OWN SHARES AND THE
REDUCTION BY THE COMPANY OF ITS SHARE CAPITAL, ANY CAPITAL REDEMPTION RESERVE
FUND AND/OR ITS SHARE PREMIUM ACCOUNT; AND
(IV) THE AMENDMENT OF THE STEERS EMPLOYEE SHARE OPTION SCHEME (1994), AS
AMENDED, ("THE SCHEME") IN ORDER TO INCREASE THE AGGREGATE NUMBER OF SHARES
AVAILABLE TO THE SCHEME, FROM 10% TO 15% OF THE COMPANY'S SHARES IN ISSUE.
2. SURRENDER OF EXISTING DOCUMENTS OF TITLE IN RESPECT OF "N" ORDINARY SHARES
A FORM OF SURRENDER WAS INCLUDED IN THE CIRCULAR IN ORDER TO FACILITATE THE
SURRENDER BY "N" ORDINARY SHAREHOLDERS OF THEIR RELEVANT DOCUMENTS OF TITLE. A
FURTHER FORM OF SURRENDER WILL BE POSTED TO ALL STEERS SHAREHOLDERS ON MONDAY,
22 NOVEMBER 1999 TOGETHER WITH A COPY OF THIS PRESS ANNOUNCEMENT.
IF THEY HAVE NOT ALREADY DONE SO, "N" ORDINARY SHAREHOLDERS ARE REQUESTED TO
SURRENDER THEIR RELEVANT DOCUMENTS OF TITLE UNDER COVER OF A COMPLETED FORM OF
SURRENDER TO THE COMPANY'S TRANSFER SECRETARIES, COMPUTERSHARE SERVICES
LIMITED, 4TH FLOOR, EDURA HOUSE, 40 COMMISSIONER STREET, JOHANNESBURG 2001 (PO
BOX 62391, MARSHALLTOWN 2107) AS SOON AS POSSIBLE IN ORDER TO EXPEDITE THE
RECEIPT OF SHARE CERTIFICATES IN RESPECT OF ORDINARY SHARES.
3. POSTING OF ORDINARY SHARE CERTIFICATES DUE TO "N" ORDINARY SHAREHOLDERS
SHARE CERTIFICATES DUE TO "N" ORDINARY SHAREHOLDERS WHO ARE REGISTERED AS SUCH
ON FRIDAY, 19 NOVEMBER 1999 ("THE RECORD DATE"), WILL BE POSTED BY REGISTERED
POST TO THE "N" ORDINARY SHAREHOLDERS CONCERNED, AT THE RISK OF SUCH "N"
ORDINARY SHAREHOLDERS:
3.1 ON MONDAY, 22 NOVEMBER 1999 IF THE RELEVANT DOCUMENTS OF TITLE HAVE BEEN
RECEIVED BY THE COMPANY'S TRANSFER SECRETARIES ON OR BEFORE WEDNESDAY, 17
NOVEMBER 1999; OR
3.2 WITHIN SEVEN BUSINESS DAYS OF RECEIPT OF A COMPLETED FORM OF SURRENDER
TOGETHER WITH THE RELEVANT DOCUMENTS OF TITLE, IF RECEIVED BY THE COMPANY'S
TRANSFER SECRETARIES AFTER WEDNESDAY, 17 NOVEMBER 1999.
4. JOHANNESBURG STOCK EXCHANGE ("JSE") LISTINGS
THE JSE HAS APPROVED THE DELISTING OF THE "N" ORDINARY SHARES WITH EFFECT FROM
THE CLOSE OF TRADING ON THE RECORD DATE AND FOR THE LISTING OF AN INCREASED
NUMBER OF 31 044 053 NEW ORDINARY SHARES WITH EFFECT FROM THE COMMENCEMENT OF
TRADING ON MONDAY, 22 NOVEMBER 1999.
MIDRAND
18 NOVEMBER 1999
INVESTMENT HOUSE
HSBC INVESTMENT SERVICES (AFRICA) (PTY) LTD
REG. NO. 84/01736/07
SPONSORING BROKER
HSBC SECURITIES (SOUTH AFRICA) (PTY) LIMITED
REG. NO. 99/10899/07
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
ATTORNEYS
HR LEVIN