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LABAT AFRICA LIMITED - RESULTS OF GENERAL MEETING

Release Date: 10/06/1999 17:11
Code(s): LAB
Wrap Text
LABAT AFRICA LIMITED
(FORMERLY ACREM HOLDINGS LIMITED)

(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA ON 21 APRIL 1986) (REGISTRATION NUMBER 86/01616/06) ("THE COMPANY" OR "LABAT AFRICA")
RESULTS OF GENERAL MEETING AND SURRENDER OF EXISTING SHARE CERTIFICATES 1. RESULTS OF GENERAL MEETING
AT THE GENERAL MEETING OF SHAREHOLDERS HELD ON THURSDAY, 10 JUNE 1999, RESOLUTIONS WERE DULY PASSED BY THE REQUISITE MAJORITY OF SHAREHOLDERS, AND WHERE APPLICABLE, HAVE BEEN REGISTERED BY THE REGISTRAR OF COMPANIES, NECESSARY FOR, INTER ALIA:
1.1 THE ACQUISITION BY THE COMPANY OF THE BUSINESS OF LABAT ANDERSON (SA) (PTY) LIMITED AND THE ENTIRE ISSUED SHARE CAPITAL OF LABAT COMMUNICATIONS (PTY) LIMITED ("THE ACQUISITION");
1.2 THE SUBDIVISION OF THE COMPANY'S EXISTING 3 877 600 ORDINARY SHARES OF 20 CENTS EACH INTO 19 388 000 SHARES OF 4 CENTS EACH ("THE SUBDIVISION"); 1.3 REDUCTION IN THE PAR VALUE OF EACH SUBDIVIDED SHARE FROM 4 CENTS TO 1 CENT; AND
1.4 THE CHANGE OF NAME FROM ACREM HOLDINGS LIMITED TO LABAT AFRICA LIMITED. 2. STOCK EXCHANGE LISTINGS 2.1 THE JSE HAS AGREED TO:
- AMEND THE LISTING OF THE COMPANY'S EXISTING 3 877 600 ORDINARY SHARES OF 20 CENTS EACH FOR THE SUBDIVISION INTO 19 388 000 SHARES OF 4 CENTS EACH AND THE CHANGE OF NAME AND TO TRANSFER THE COMPANY'S SECTOR OF LISTING UNDER THE ABBREVIATED NAME "LABAT" TO THE "VENTURE CAPITAL MARKET" OF THE JSE LIST; AND - GRANT A LISTING FOR 137 777 777 SUB-DIVIDED SHARES OF 4 CENTS EACH TO BE ISSUED IN TERMS OF THE ACQUISITION, 21 388 887 SUBDIVIDED SHARES OF 1 CENT EACH TO BE ISSUED FOR CASH IN TERMS OF SPECIFIC CASH ISSUES AND 4 166 667 SUBDIVIDED SHARES OF 1 CENT EACH TO BE ISSUED TO THE LABAT AFRICA SHARE INCENTIVE SCHEME, RESULTING IN 182 721 331 SUBDIVIDED SHARES OF 1 CENT EACH (AFTER THE REDUCTION IN THE PAR VALUE OF EACH SUB-DIVIDED SHARE OF 4 CENTS TO 1 CENT IN TERMS OF 1.3) BEING LISTED WITH EFFECT FROM THE COMMENCEMENT OF BUSINESS ON MONDAY, 14 JUNE 1999.
2.2 ONLY NEW DOCUMENTS OF TITLE REFLECTING THE CHANGE OF NAME AND THE
SUBDIVISION WILL BE GOOD FOR DELIVERY ON THE JSE FROM THE COMMENCEMENT OF BUSINESS ON MONDAY, 14 JUNE 1999. 3. SURRENDER OF SHARE CERTIFICATES
3.1 SHAREHOLDERS WHO HAVE NOT ALREADY DONE SO, ARE REQUESTED TO SURRENDER THEIR EXISTING SHARE CERTIFICATES IN ACCORDANCE WITH THE INSTRUCTIONS SET OUT BELOW IN ORDER TO RECEIVE SHARE CERTIFICATES ISSUED IN THE NAME OF LABAT AFRICA LIMITED AND FOR THE NUMBER OF SHARES ADJUSTED FOR THE SUBDIVISION.
3.2 A COPY OF THIS ANNOUNCEMENT TOGETHER WITH A FORM OF SURRENDER WILL BE DISPATCHED TO ALL SHAREHOLDERS TODAY. THE FORM OF SURRENDER MUST BE COMPLETED AND RETURNED, TOGETHER WITH RELEVANT SHARE CERTIFICATE/S AND/OR OTHER
DOCUMENT/S OF TITLE, TO MERCANTILE REGISTRARS LIMITED, EXCHANGES DEPARTMENT, 7TH FLOOR, 11 DIAGONAL STREET, JOHANNESBURG 2001, (P O BOX 1053, JOHANNESBURG 2000). THE TRANSFER SECRETARIES WILL, WITHIN FIVE BUSINESS DAYS OF THE RECEIPT OF THE DULY SIGNED FORM OF SURRENDER AND THE SHARE CERTIFICATE/S WHICH MUST ACCOMPANY IT, SEND A SHARE CERTIFICATE IN RESPECT OF THE NUMBER OF SHARES TO WHICH A SHAREHOLDER IS ENTITLED AFTER THE SUBDIVISION AT THEIR RISK, BY REGISTERED MAIL TO THE ADDRESS OF THE SHAREHOLDERS CONCERNED AS SHOWN IN THE COMPANY'S REGISTER OF SHAREHOLDERS, OR TO ANY OTHER ADDRESS AS INSTRUCTED IN WRITING.
3.3 IN TERMS OF THE EXCHANGE CONTROL REGULATIONS OF THE REPUBLIC OF SOUTH AFRICA, DOCUMENTS OF TITLE TO BE ISSUED TO:
3.3.1 NON-RESIDENT OR EMIGRANT SHAREHOLDERS WILL BE RESTRICTIVELY ENDORSED IN TERMS OF THOSE REGULATIONS; AND
3.3.2 EMIGRANT SHAREHOLDERS WILL BE PLACED UNDER THE CONTROL OF THE AUTHORISED BANK DEALING IN FOREIGN EXCHANGE IN THE REPUBLIC OF SOUTH AFRICA NOMINATED BY THAT SHAREHOLDER. IT FOLLOWS THEREFORE THAT THE AUTHORISED DEALER RELEASING BLOCKED SHARES MUST COUNTERSIGN THE FORM OF SURRENDER, THEREBY INDICATING THAT THE NEW SHARE CERTIFICATES WILL BE PLACED UNDER THEIR CONTROL.
3.4 NEW SHARE CERTIFICATES WILL NOT BE DISPATCHED TO ALL SHAREHOLDERS BEFORE SHAREHOLDERS HAVE SURRENDERED THEIR CERTIFICATE/S IN RESPECT OF THE SHARES HELD BY THEM, PROVIDED THAT IF ANY SHAREHOLDER PRODUCES EVIDENCE TO THE SATISFACTION OF THE COMPANY THAT THE CERTIFICATE IN RESPECT OF ANY SHARES HAS BEEN LOST OR DESTROYED, THE COMPANY MAY DISPENSE WITH THE SURRENDER OF SUCH CERTIFICATE AGAINST THE PROVISION OF AN INDEMNITY ACCEPTABLE TO THE COMPANY, THE COSTS OF WHICH INDEMNITY SHALL BE BORNE BY THE SHAREHOLDER CONCERNED. JOHANNESBURG 10 JUNE 1999 INVESTMENT BANK PSG INVESTMENT BANK LIMITED (REGISTRATION NUMBER 98/17396/06) CORPORATE ADVISER LABAT FINANCIAL SERVICES
(A DIVISION OF LABAT ANDERSON (SA) (PROPRIETARY) LIMITED) (REGISTRATION NUMBER 86/01616/06) ATTORNEYS FLUXMAN RABINOWITZ RAPHAELY WEINER ATTORNEYS SPONSORING BROKER IRISH & MENELL ROSENBERG (PROPRIETARY) LIMITED (REGISTRATION NUMBER 98/14853/07) (MEMBER OF THE JOHANNESBURG STOCK EXCHANGE) AUDITORS AND REPORTING ACCOUNTANTS KMMT BREY WESTERN CAPE (INC) CHARTERED ACCOUNTANTS (SA)

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