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GENSEC / SANLAM - RESULTS OF THE SCHEME MEETING

Release Date: 06/12/2000 11:01
Code(s): GSC SLM
Wrap Text
GENBEL SECURITES LIMITED
  (INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
  (REGISTRATION NUMBER 1977/002124/06)
  ("GENSEC")
SANLAM LIMITED
  (INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
  (REGISTRATION NUMBER 1959/001562/06)
  ("SANLAM")
RESULTS OF THE SCHEME MEETING
1. RESULTS OF THE SCHEME MEETING

ON WEDNESDAY, 6 DECEMBER 2000, A MEETING WAS HELD TO CONSIDER THE SCHEME OF ARRANGEMENT PROPOSED BY SANLAM ("THE SCHEME") IN TERMS OF SECTION 311 OF THE COMPANIES ACT (ACT 61 OF 1973), AS AMENDED, BETWEEN GENSEC AND ITS SHAREHOLDERS OTHER THAN SANLAM AND ITS SUBSIDIARIES (THE "SCHEME MEMBERS"). SHAREHOLDERS OF GENSEC AND SANLAM ARE ADVISED THAT THE SCHEME WAS APPROVED BY THE REQUISITE MAJORITY OF SCHEME MEMBERS PRESENT AND VOTING AT THE MEETING IN PERSON OR BY PROXY. IF THE SCHEME BECOMES OPERATIVE, SANLAM WILL ACQUIRE THE GENSEC SHARES HELD BY SCHEME MEMBERS FOR A CASH CONSIDERATION OF R37,00 PER GENSEC SHARE (THE "SCHEME CONSIDERATION") AGAINST DELIVERY OF THE DOCUMENTS OF TITLE. 2. REMAINING CONDITIONS TO THE SCHEME THE SCHEME WILL BECOME OPERATIVE SUBJECT TO:
- THE SANCTION OF THE HIGH COURT OF SOUTH AFRICA (WITWATERSRAND LOCAL DIVISION) (THE "COURT") AT THE COURT HEARING, WHICH IS SCHEDULED FOR 10:00 OR SO SOON THEREAFTER AS COUNSEL MAY BE HEARD ON TUESDAY, 12 DECEMBER 2000; AND - THE ORDER OF COURT SANCTIONING THE SCHEME BEING LODGED WITH AND REGISTERED BY THE REGISTRAR OF COMPANIES, WHICH IS EXPECTED TO BE ON OR ABOUT WEDNESDAY, 13 DECEMBER 2000.
IT IS ANTICIPATED THAT THE SCHEME WILL BECOME OPERATIVE ON MONDAY, 18 DECEMBER 2000 (THE "OPERATIVE DATE"). 3. SURRENDER OF DOCUMENTS OF TITLE
THE SCHEME CONSIDERATION WILL BE POSTED TO SCHEME MEMBERS BY THE TRANSFER SECRETARIES WITHIN FIVE BUSINESS DAYS OF THE OPERATIVE DATE IF SCHEME MEMBERS' DOCUMENTS OF TITLE ARE SURRENDERED PRIOR TO THE OPERATIVE DATE OR, IF SCHEME MEMBERS' DOCUMENTS OF TITLE ARE SURRENDERED AFTER THE OPERATIVE DATE, WITHIN FIVE BUSINESS DAYS OF RECEIPT THEREOF BY THE TRANSFER SECRETARIES, AT THE RISK OF THE SCHEME MEMBERS CONCERNED. 4. STOCK EXCHANGE LISTING
SUBJECT TO THE SCHEME BEING SANCTIONED BY THE COURT AND THE ORDER OF COURT BEING REGISTERED BY THE REGISTRAR OF COMPANIES, THE LISTING OF GENSEC SHARES WILL BE SUSPENDED FROM THE JSE SECURITIES EXCHANGE SOUTH AFRICA WITH EFFECT FROM THE CLOSE OF TRADING ON WEDNESDAY, 13 DECEMBER 2000, AND TERMINATED WITH EFFECT FROM THE CLOSE OF TRADING ON FRIDAY, 22 DECEMBER 2000. 5. FURTHER ANNOUNCEMENT
A FURTHER ANNOUNCEMENT WILL BE MADE ON OR ABOUT FRIDAY, 15 DECEMBER 2000. JOHANNESBURG AND BELLVILLE 6 DECEMBER 2000 FINANCIAL ADVISER TO GENSEC
MORGAN STANLEY SOUTH AFRICA (PROPRIETARY) LIMITED (REGISTRATION NUMBER 1994/000261/07) INVESTMENT BANK TO GENSEC GENSEC BANK LIMITED (REGISTRATION NUMBER 1996/004744/06) LEGAL ADVISER TO GENSEC WEBBER WENTZEL BOWENS FINANCIAL ADVISER TO SANLAM CHASE JOINT LEGAL ADVISERS TO SANLAM JOWELL, GLYN & MARAIS INC (REGISTRATION NUMBER 1990/000849/21) CANCA INCORPORATED (REGISTRATION NUMBER 1996/006459/21)

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