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MVG / MVGP - Mvelaphanda Group Limited - Results of the general meeting MVELAPHANDA GROUP LIMITED (Incorporated in the Republic of South Africa) (Registration number: 1995/004153/06) Ordinary share code: MVG ISIN: ZAE000060737 Preference share code: MVGP ISIN: ZAE000073540 ("Mvela Group") RESULTS OF THE GENERAL MEETING 1. INTRODUCTION Holders of ordinary shares, redeemable option-holding shares and preference shares in Mvela Group ("Shareholders") are referred to the announcement by Mvela Group released on the Securities Exchange News Service ("SENS") on Tuesday, 22 June 2010 and the circular to Shareholders dated Monday, 28 June 2010 (the "Circular") regarding: - a series of transactions undertaken and/or to be undertaken by Mvela Group, Brimstone Investment Corporation Limited ("Brimstone") and various entities controlled by Mvela Group and Brimstone ("Restructuring"); and - the proposed unbundling by Mvela Group of all of the shares held by it in Health Strategic Investments Limited ("Health"), constituting 53.52% of the issued ordinary share capital of Health, to Mvela Group ordinary shareholders (the "Unbundling"). 2. RESULTS At the general meeting of Shareholders held on Tuesday, 20 July 2010 (the "Meeting"), both the special resolution and the ordinary resolution proposed at the Meeting, details of which were contained in the Circular, were approved by the requisite majority of votes. The special resolution will be lodged for registration with the Companies and Intellectual Property Registration Office ("CIPRO") in due course. 3. REMAINING CONDITIONS PRECEDENT 3.1. The Restructuring remains conditional upon the fulfilment of the remaining conditions precedent thereto (including the following) by Thursday, 5 August 2010 (or such later date as is agreed): - the special resolution authorising the Unbundling being registered by CIPRO; - the special resolutions of Brimstone shareholders authorising the Restructuring and the unbundling by Brimstone of all of its ordinary shares in Health to its shareholders being registered by CIPRO; - any other shareholder resolutions necessary to give effect to the Restructuring, being passed and, if applicable, registered by CIPRO; and - Brimstone and Mvela Group being satisfied with the results of their respective due diligence investigations of Health and Newshelf 778 (Proprietary) Limited. 3.2. The Unbundling remains conditional upon the registration by CIPRO of the special resolution authorising the Unbundling, and on the Restructuring being implemented, by Thursday, 5 August 2010 (or such later date as is agreed). 4. FURTHER ANNOUNCEMENT A further announcement on the fulfilment of the remaining conditions precedent will be released on SENS in due course. Johannesburg 20 July 2010 Merchant bank, structuring adviser and transaction sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Sponsor Deutsche Securities (SA) (Proprietary) Limited Reporting Accountants PKF (Jhb) Inc. Attorneys Bowman Gilfillan Inc. Advisers to Mvela Group Afropulse Group (Proprietary) Limited Financial PR adviser College Hill Date: 20/07/2010 16:16:01 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.
