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AFROX/PRESMED - RESULTS OF THE GENERAL MEETINGS

Release Date: 08/09/1999 07:35
Code(s): AFX PSM PSD1
Wrap Text
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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