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TMT - Trematon Capital Investments Limited - Joint announcement relating to the

Release Date: 09/05/2012 07:05
Code(s): TMT
Wrap Text

TMT - Trematon Capital Investments Limited - Joint announcement relating to the results of Scheme Meeting of Club Mykonos Langebaan Limited TREMATON CAPITAL INVESTMENTS LIMITED (Incorporated in the Republic of South Africa) (Registration number 1997/008691/06) ("Trematon") CLUB MYKONOS LANGEBAAN LIMITED (Incorporated in the Republic of South Africa) (Registration number 1954/002223/06) ("CML") TREMGROWTH (PROPRIETARY) LIMITED (Incorporated in the Republic of South Africa) (Registration number 2005/020527/07) ("Tremgrowth") JOINT ANNOUNCEMENT RELATING TO THE RESULTS OF SCHEME MEETING OF CLUB MYKONOS LANGEBAAN LIMITED Shareholders are referred to the joint announcement as published in SENS on 19 March 2012 and in the press on 20 March 2012, and to the circular issued to CML shareholders on 10 April 2012 ("the Circular"), detailing the Scheme of Arrangement ("the Scheme") in terms of section 114(1) of the Companies Act No 71 of 2008 ("the Companies Act"), which has been proposed by the CML Board between CML and its shareholders (save for Tremgrowth) ("the Scheme Members"). The Scheme, if implemented, will result in Tremgrowth acquiring the entire issued share capital of CML. Scheme Members currently hold 2 763 548 CML shares (constituting 7.8% of the entire issued share capital of CML, the balance of such issued share capital being held by Tremgrowth) ("Scheme Shares"). The consideration for the Scheme Shares is either a cash consideration of R3.00 for each Scheme Share or 2 Trematon shares for each Scheme Share duly disposed of. Scheme Members are reminded of the times and dates in the Circular for making an election as to the form of such consideration failing which the said cash consideration will automatically apply. Shareholders are hereby advised that the Scheme was approved by the requisite majority of shareholders (the relevant special resolution being approved by 97.91% of the voting rights exercised by Scheme Members thereon) present and voting, in person or by proxy, at the meeting of Scheme Members held on 7 May 2012. Shareholders are further advised that one dissenting shareholder holding 25 048 CML shares (representing 0,07% of the total issued share capital of CML and 0.91% of the total issued share capital held by Scheme Members) notified CML prior to the Scheme Meeting that it objects to the special resolution to approve the Scheme. Accordingly such shareholder is entitled (but not obliged) to exercise any rights in terms of section 164 of the Companies Act (details whereof are contained in the Circular). Shareholders should note that the implementation of the Scheme remains conditional upon the fulfilment of certain conditions precedent by no later than 18 May 2012 (or any agreed extension thereof) as detailed in the Circular. Further announcements regarding same will be released on SENS and published in the press in due course. For and on behalf of the Board of CML. Attorneys to the Scheme BERNADT - VUKIC - POTASH & GETZ ATTORNEYS Independent adviser to CML PKF Chartered accountants & business advisors Sponsor to Trematon Sasfin Capital A division of Sasfin Bank Limited Cape Town 09 May 2012 Date: 09/05/2012 07:05:02 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.

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