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EFG - Efficient Group Limited - No change statement and notice of Annual General
Meeting and Notice of General Meeting
EFFICIENT GROUP LIMITED
Incorporated in the Republic of South Africa
(Registration number: 2006/036947/06)
Share code: EFG
ISIN: ZAE000151841
("the company")
NO CHANGE STATEMENT AND NOTICE OF ANNUAL GENERAL MEETING AND NOTICE OF GENERAL
MEETING
Shareholders are advised that the company`s integrated report, incorporating the
summarised audited annual financial statements for the financial year ended 31
August 2011 ("Integrated Report of the company"), was dispatched today.
Shareholders are further advised that the Integrated Report of the company as
well as the complete audited annual financial statements are available on the
company`s website via the link:
http://www.efgroup.co.za/Document.aspx'sReference=1
The annual financial statements contain no changes to the condensed audited
consolidated annual financial statements for the year ended 31 August 2011,
which were released on SENS on 9 November 2011.
Included in the Integrated Report of the company is a notice of annual general
meeting for the company, which will be held in the boardroom at 81 Dely Road,
Hazelwood, Pretoria, at 10:00 on 23 January 2012 ("Annual General Meeting").
Shareholders are further advised that dispatched together with the Integrated
Report of the company and notice of Annual General Meeting is a notice of
general meeting of shareholders of the company ("General Meeting") regarding a
proposal that the shareholders of the company authorize the directors of the
company to allot and issue ordinary shares in the company to Peter James Hewett
("Hewett"), the managing director of Efficient Financial Services (Proprietary)
Limited (Registration Number 1997/001792/07) ("Efficient Financial Services")
and a prescribed officer of the company, on the terms and subject to the
conditions contained in an agreement concluded or to be concluded between the
company, as purchaser, and Hewett, as seller ("the related party transaction"),
in terms of which, inter alia,:
- Hewett sells to the company which purchases his entire shareholding in
Efficient Financial Services, comprising 34 ordinary shares in Efficient
Financial Services being 10,18% of the entire issued share capital of
Efficient Financial Services ("Sale Shares");
- The company discharges the purchase price payable in respect of the Sale
Shares to Hewett by the allotment and issue of 2 085 500 ordinary shares in
the share capital of the company (the "Consideration Shares"), on the basis
that:
- 820 500 of the Consideration Shares shall be allotted and issued
within three business days of the special resolution set out below
being passed; and
- the balance of the Consideration Shares (up to a maximum of 1 265 000
of the Consideration Shares) on 1 September 2014, subject to the
achievement of a profit guarantee provided by Hewett that the company,
through its subsidiaries, would generate a cumulative profit from
financial and asset management services rendered to clients, as a
direct result of business generated through the facilitation of Hewett
over a 3 year cumulative period from 1 September 2011 equal to R9 400
000 (the "Profit Guarantee"). If the Profit Guarantee is not
achieved, the maximum of 1 265 000 of the Consideration Shares shall
be reduced pro rata in accordance with a pre-determined formula set
out in the agreement governing for the acquisition.
The related party transaction is a small related party transaction as defined in
terms of section 10.7 of the JSE Listings Requirements requiring:
- written confirmation from an independent professional expert
acceptable to the JSE Limited ("JSE") that the terms of the related
party transaction are fair as far as shareholders of the company are
concerned;
- publication of an announcement in compliance with the JSE Listings
Requirements setting out the details of the related party transaction.
The company has appointed and the JSE has approved BDO Corporate Finance
(Proprietary) Limited as the independent professional expert.
The independent professional expert`s fairness report has been submitted to the
JSE for approval, after which, the requisite announcement will be released over
SENS and published in the press.
The General Meeting of shareholders of the company to be convened for the
purpose of considering the requisite special resolution authorising the
directors to issue ordinary shares in the company to Hewett pursuant to the
related party transaction, will be held at 81 Dely Road, Hazelwood, Pretoria at
the later of 11h00 and the conclusion of the Annual General Meeting on 23
January 2012.
30 November 2011
Sponsor
Java Capital
Date: 30/11/2011 17:20:02 Supplied by www.sharenet.co.za
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