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MAF - Mutual & Federal - Results Of General Meeting And Scheme Meeting And
Update On Conditions Precedent In Relation To Old Mutual Plc`s ("Old Mutual")
Offer To Acquire Those Mutual & Federal Ordinary Shares Not Currently
Beneficially Owned By Old Mutual And/Or Its Subsidiaries ("Old Mutual Group")
("The Offer")
MUTUAL & FEDERAL INSURANCE COMPANY LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1970/006619/06
Share code JSE: MAF & NSX: MTF & ISIN: ZAE000010823
("Mutual & Federal" or "the Company")
RESULTS OF GENERAL MEETING AND SCHEME MEETING AND UPDATE ON CONDITIONS PRECEDENT
IN RELATION TO OLD MUTUAL PLC`s ("OLD MUTUAL") OFFER TO ACQUIRE THOSE MUTUAL &
FEDERAL ORDINARY SHARES NOT CURRENTLY BENEFICIALLY OWNED BY OLD MUTUAL AND/OR
ITS SUBSIDIARIES ("OLD MUTUAL GROUP") ("THE OFFER")
1. Introduction
Mutual & Federal shareholders are referred to the announcement dated 14
October 2009, wherein they were advised that Old Mutual, which currently
holds, directly and indirectly, approximately 73.5% of Mutual & Federal
ordinary shares, had submitted to the board of directors of Mutual &
Federal a notice of its firm intention to make an offer to the Mutual &
Federal shareholders to acquire the remaining shares in Mutual & Federal`s
ordinary share capital not currently beneficially owned by the Old Mutual
Group, by way of a scheme of arrangement in terms of section 311 of the
Companies Act, 61 of 1973, as amended ("Companies Act") ("the Scheme").
Mutual & Federal shareholders are hereby notified that the Scheme has been
approved by the requisite majority of shareholders. This announcement
contains the results of the general meeting of the shareholders of Mutual &
Federal ("the General Meeting") and the Scheme meeting of the Scheme
members ("the Scheme Meeting"), both held on Monday, 23 November 2009.
2. Results of the General Meeting
Mutual & Federal shareholders are advised that all the resolutions proposed
at the General Meeting were approved by the requisite majority of Mutual &
Federal shareholders entitled to vote, either present or represented by
proxy.
The General Meeting was preceded by class meetings of the participants of
the Mutual & Federal staff schemes, the result of such meetings being that
all the requisite approvals were obtained to make the necessary amendments
to the trust deeds and other documents governing these staff schemes, as
required in terms of the Offer, and for them to participate in the Scheme.
3. Results of the Scheme Meeting
Mutual & Federal shareholders are further advised that Scheme members
either present at the Scheme meeting or represented by proxy and entitled
to vote, approved the Scheme by a 99.79% majority, being more than the
requisite majority of Scheme members present and represented by proxy.
As the proposer of the Scheme, Old Mutual and the other members of the Old
Mutual Group did not vote at the Scheme Meeting.
4. Conditions precedent
Mutual & Federal shareholders are reminded that the implementation of the
Scheme remains subject to, and will only become binding after the
fulfilment or waiver, to the extent possible, of the following remaining
conditions precedent ("the Conditions Precedent"):
4.1 no dividend or similar payment other than normal dividends, as defined
in the Offer, having been declared between the date of the Offer and
the Scheme operative date;
4.2 the Scheme having been approved, sanctioned and registered as provided
in the Companies Act;
4.3 prior to the date on which the Scheme is sanctioned, Mutual & Federal
having not, except in pursuance of a contract entered into earlier,
undertaken any of the actions referred to in Rule 19 of the Securities
Regulation Panel ("SRP") Code on Takeovers and Mergers, without the
prior written consent of the SRP and of Old Mutual, which consent
shall not unreasonably be withheld or delayed; and
4.4 the receipt of all the necessary regulatory approvals in respect of
the implementation of the Scheme (either unconditionally or subject to
conditions acceptable to the party on whom the condition will be
enforceable).
5. Chairperson`s report
A copy of the chairperson`s report on the Scheme Meeting will be available
for inspection during normal business hours at Mutual & Federal`s
registered office situated at 19th Floor, Mutual & Federal Centre, 75
President Street, Johannesburg, 2001 from Tuesday, 24 November 2009 until
the date on which the application is made to the South Gauteng High Court,
Johannesburg to sanction the Scheme, which is expected to be on or about
Tuesday, 1 December 2009.
6. Further announcements
The notice of fulfilment of the outstanding Conditions Precedent and any
revised salient dates with regard to the implementation of the Scheme will
be released on SENS and published in the press in due course.
Johannesburg
23 November 2009
Investment bank, Corporate law advisors Independent sponsor in
transaction advisor relation to the General
and transaction Meeting circular
sponsor
(logo) (logo) (logo)
Nedbank Capital, a Edward Nathan Sonnenbergs Vunani Corporate Finance
division of Nedbank
Limited
Date: 23/11/2009 14:00:01 Supplied by www.sharenet.co.za
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