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GMB - Glenrand M I B Limited - Fulfilment and/or waiver of the remaining conditions precedent to the implementation of the scheme of arrangement proposed by AON between Glenrand and its ordinary shareholders GLENRAND M I B LIMITED (Incorporated in the Republic of South Africa) (Registration number 1997/008001/06) Share code: GMB ISIN: ZAE000078010 ("Glenrand" or "the company") AON SOUTH AFRICA (PROPRIETARY) LIMITED (Incorporated in the Republic of South Africa) (Registration number 1978/004501/07) ("Aon") FULFILMENT AND/OR WAIVER OF THE REMAINING CONDITIONS PRECEDENT TO THE IMPLEMENTATION OF THE SCHEME OF ARRANGEMENT (IN TERMS OF SECTION 311 OF THE COMPANIES ACT, 61 OF 1973, AS AMENDED) PROPOSED BY AON BETWEEN GLENRAND AND ITS ORDINARY SHAREHOLDERS ("THE SCHEME") 1. INTRODUCTION Shareholders of Glenrand ("Glenrand shareholders") are referred to the announcement released by Glenrand on SENS on 24 March 2011 and published in the press on 25 March 2011, wherein they were advised of the status of the conditions precedent to, and amendments to the timetable for, implementation of the scheme. 2. FULFILMENT AND/OR WAIVER OF THE REMAINING CONDITIONS PRECEDENT TO THE IMPLEMENTATION OF THE SCHEME 2.1. The following conditions precedent to the implementation of the scheme have been fulfilled: 2.1.1. The South African Competition Authorities have approved the scheme conditionally, on such conditions as are acceptable to the parties affected thereby; 2.1.2. Glenrand has not undertaken or allowed to occur any unusual corporate action or frustrating action as described in Rule 19 of
the Securities Regulation Code on Take-overs and Mergers including, but not limited to, any declaration of any unusual or unplanned dividends, without the consent of Aon; and 2.1.3. no material adverse change such as would have been likely to have had a material adverse effect on Glenrand, its operations, reputation and/or the earnings potential of Glenrand, has occurred prior to the date on which the last of the conditions precedent was fulfilled or waived.
2.2. The following condition precedent to the implementation of the scheme has been waived: 2.2.1. Approvals of the scheme have not yet been obtained from the Competition Authorities in Swaziland and Namibia. However,
Glenrand and Aon are of the view, or have been informed by the relevant regulator, that the applicable competition legislation in those jurisdictions allows the scheme to be implemented in South Africa, but not in those jurisdictions, until such time as
the requisite approval in those jurisdictions is obtained. 3. IMPLEMENTATION OF THE SCHEME Aon has confirmed the fulfilment of the conditions precedent set out in 2.1 above and the waiver of the condition precedent set out in 2.2 above and Glenrand has confirmed its agreement thereto. Glenrand shareholders are therefore advised that all conditions precedent to the scheme have now been fulfilled and/or waived and that the scheme will be implemented in South Africa in accordance with the timetable released by Glenrand on SENS on 24 March 2011 and published in the press on 25 March 2011. 4. CHANGE TO THE GLENRAND BOARD OF DIRECTORS In terms of paragraph 3.59 of the JSE Limited`s Listings Requirements, the board of Glenrand advises that Mr Anton Roux, the Chief Executive Officer of Aon, has been appointed as a non-executive director of the company with effect from 7 April 2011. Randburg 7 April 2011 Corporate Advisor and Transactional Sponsor to Glenrand Sasfin Capital A division of Sasfin Bank Limited Legal Advisor to Glenrand Deneys Reitz Inc. Independent Financial Advisor to the Glenrand Board PricewaterhouseCoopers Corporate Finance (Proprietary) Limited Sponsor to Glenrand Nedbank Capital Corporate Advisor to Aon Grindrod Bank Limited Legal Advisor to Aon Edward Nathan Sonnenbergs Inc. Financial and Tax Due Diligence Advisor to Aon Deloitte Advisor to the Black Business Partner Shareholders of Glenrand Standard Bank Group Limited Date: 07/04/2011 17:14:01 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.
