To view the PDF file, sign up for a MySharenet subscription.

GROUP FIVE/HOLDINGS/GOLDSTEIN - RESULTS OF MEETINGS

Release Date: 27/11/2000 17:24
Code(s): GRF GPN GHO GDS
Wrap Text
GROUP FIVE LIMITED
  (INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
  (REGISTRATION NUMBER 1969/000032/06)
  ("GROUP FIVE")
GROUP FIVE HOLDINGS LIMITED
  (INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
  (REGISTRATION NUMBER 1988/000321/06)
  ("HOLDINGS")
SM GOLDSTEIN LIMITED
  (INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
  (REGISTRATION NUMBER 1948/029557/06)
  ("GOLDSTEIN")

(GROUP FIVE, HOLDINGS AND GOLDSTEIN, COLLECTIVELY, "THE GROUP")
RESULTS OF MEETING ANNOUNCEMENT IN RESPECT OF THE RESTRUCTURING OF THE GROUP NEDCOR INVESTMENT BANK LIMITED IS AUTHORISED TO ANNOUNCE THAT, AT THE GENERAL AND SPECIAL CLASS MEETINGS OF THE SHAREHOLDERS OF GROUP FIVE AND THE GENERAL MEETINGS OF HOLDINGS AND GOLDSTEIN ON MONDAY, 27 NOVEMBER 2000 (COLLECTIVELY, "THE MEETINGS"), THE ORDINARY AND SPECIAL RESOLUTIONS RELATING TO THE
RESTRUCTURING OF THE GROUP, AMENDMENTS TO THE GROUP FIVE SHARE INCENTIVE SCHEME ("THE ESOP") AND THE GRANTING OF GENERAL AUTHORITIES TO THE DIRECTORS OF GROUP FIVE TO ISSUE SHARES FOR CASH AND TO REPURCHASE GROUP FIVE SHARES WERE UNANIMOUSLY APPROVED BY THOSE SHAREHOLDERS PRESENT AND/OR VOTING BY PROXY AT THE MEETINGS.
ORDINARY RESOLUTION NUMBER ONE AT THE GROUP FIVE GENERAL MEETING WAS MODIFIED AND THE ALLOCATION OF ORDINARY SHARES TO THE ESOP WAS INCREASED TO 12,5% OF THE ISSUED SHARE CAPITAL OF GROUP FIVE, AS AT THE DATE OF THE AMENDMENT TO THE ESOP, AND NOT 17,5% AS ORIGINALLY PROPOSED. THE BALANCE OF THE ORDINARY AND SPECIAL RESOLUTIONS AT THE MEETINGS WERE PASSED WITHOUT MODIFICATION. THE SPECIAL RESOLUTIONS HAVE BEEN LODGED FOR REGISTRATION WITH THE REGISTRAR OF COMPANIES. TERMINATION OF LISTINGS AND THE WINDING-UP
THE LISTING OF GROUP FIVE ORDINARY SHARES, GROUP FIVE "N" SHARES, HOLDINGS SHARES AND GOLDSTEIN SHARES ON THE JSE SECURITIES EXCHANGE SOUTH AFRICA ("THE JSE") WILL BE SUSPENDED WITH EFFECT FROM CLOSE OF TRADING ON WEDNESDAY, 29 NOVEMBER 2000 AND WILL BE TERMINATED WITH EFFECT FROM CLOSE OF TRADING ON FRIDAY, 1 DECEMBER 2000 ("THE RECORD DATE"). THE LISTING OF THE NEW GROUP FIVE ORDINARY SHARES OF NO PAR VALUE WILL COMMENCE AT THE COMMENCEMENT OF TRADING ON THE JSE ON MONDAY, 4 DECEMBER 2000 ("THE IMPLEMENTATION DATE").
THE WINDING-UP OF HOLDINGS AND GOLDSTEIN WILL COMMENCE UPON THE REGISTRATION BY THE REGISTRAR OF COMPANIES OF THE SPECIAL RESOLUTIONS RELATING THERETO. IT IS NOT EXPECTED THAT LIQUIDATION DIVIDENDS WILL BE PAID TO HOLDINGS AND GOLDSTEIN SHAREHOLDERS AFTER THE DISCHARGE OF THE EXPECTED LIQUIDATION AND RESTRUCTURING COSTS. SURRENDER OF SHARE CERTIFICATES
IF THEY HAVE NOT ALREADY DONE SO, GROUP FIVE ORDINARY AND "N" ORDINARY SHAREHOLDERS ARE REQUESTED TO SURRENDER THEIR SHARE CERTIFICATES OR OTHER DOCUMENTS OF TITLE AS SOON AS POSSIBLE TO THE TRANSFER SECRETARIES IN ORDER THAT THEY MAY TIMEOUSLY RECEIVE THE NEW GROUP FIVE ORDINARY SHARE CERTIFICATES. SHARE CERTIFICATES IN RESPECT OF NEW GROUP FIVE ORDINARY SHARES OF NO PAR VALUE TO BE DISPATCHED TO SHAREHOLDERS PURSUANT TO THE RESTRUCTURING WILL BE POSTED TO THE RELEVANT SHAREHOLDERS ENTITLED THERETO, AT THE RISK OF SUCH
SHAREHOLDERS, ON OR ABOUT THE IMPLEMENTATION DATE. IN THE CASE OF GROUP FIVE SHAREHOLDERS THE SHARE CERTIFICATES WILL ONLY BE POSTED IF THE EXISTING GROUP FIVE ORDINARY SHARE OR GROUP FIVE "N" SHARE CERTIFICATES WERE SURRENDERED PRIOR TO THE RECORD DATE, FAILING WHICH THEY WILL BE POSTED WITHIN FIVE BUSINESS DAYS OF RECEIPT BY THE TRANSFER SECRETARIES OF THE RELEVANT SHARE CERTIFICATES. FORMS OF SURRENDER FOR SHARE CERTIFICATES IN GROUP FIVE WERE INCLUDED IN THE RELEVANT DOCUMENTS POSTED TO SHAREHOLDERS ON WEDNESDAY, 1 NOVEMBER 2000. A FURTHER CIRCULAR WILL BE POSTED TO GROUP FIVE SHAREHOLDERS ON THE RECORD DATE, WHICH WILL CONTAIN SURRENDER FORMS FOR USE BY GROUP FIVE SHAREHOLDERS THAT HAVE NOT ALREADY SURRENDERED THEIR RESPECTIVE SHARE CERTIFICATES. JOHANNESBURG 27 NOVEMBER 2000 INVESTMENT BANK NEDCOR INVESTMENT BANK CORPORATE LAW ADVISERS AND CONSULTANTS EDWARD NATHAN & FRIEDLAND (PTY) LTD (REGISTRATION NUMBER 1999/026464/07) SPONSORING BROKER
SG SECURITIES (JOHANNESBURG) (PROPRIETARY) LIMITED REGISTRATION NUMBER 1996/005841/07 (MEMBER OF THE JSE)

Share This Story