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Withdrawal of notice of general meeting and cancellation of general meeting
ANDULELA INVESTMENT HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1950/037061/06)
JSE share code: AND ISIN: ZAE000172870
(“Andulela” or “the company”)
WITHDRAWAL OF NOTICE OF GENERAL MEETING AND CANCELLATION OF GENERAL MEETING
1. INTRODUCTION
1.1 Andulela shareholders are referred to the announcement released on SENS on 13 February 2014
in which shareholders were advised that Andulela had posted a circular (the “circular”) relating
to, inter alia:
- the proposed Category 1 disposal by Andulela of its wholly owned subsidiary Pro-Roof
Steel Merchants Proprietary Limited (“PRSM”) to Steelmin Investment Holdings
Proprietary Limited and The Rafik Mohamed Family Trust (a related party) (“the
purchasers”); and
- a specific repurchase of 16 112 743 Andulela shares from the purchasers,
(collectively the “transaction”).
1.2 The circular contains a notice of general meeting of Andulela shareholders (the “notice of
general meeting”), to be held at the registered office of Andulela being 108 4th Street,
Parkmore, Sandton, Johannesburg at 10h00 on Friday, 14 March 2014, (the “general
meeting”) to consider and, if deemed fit, pass with or without modification the resolutions
set out in the notice of general meeting.
1.3 Terms defined in the circular shall bear the same meanings in this announcement.
2. NON-FULFILMENT OF SUSPENSIVE CONDITION AND LAPSING OF DISPOSAL AGREEMENT
2.1 The disposal agreement is conditional upon the fulfilment of the suspensive conditions, as
set out in the circular, by no later than 31 March 2014, or such later date as the parties may
agree to in writing, including, inter alia, any third party consent required for the change in
control of PRSM and/or for the purposes of the transaction being obtained in writing from
such third party or such third party waiving its rights in writing.
2.2 The parties to the disposal agreement, having engaged with the relevant third parties, agree
that the third party consents required for the change in control of PRSM and/or for the
purposes of the transaction have not and will not be received by 31 March 2014 or at any
time thereafter and consequently the suspensive condition is incapable of fulfilment and
accordingly the disposal agreement has lapsed and is of no further force or effect, in terms of
the provisions of the disposal agreement.
3. WITHDRAWAL OF NOTICE OF GENERAL MEETING AND CANCELLATION OF GENERAL MEETING
Having regard to, inter alia, the matters discussed above, the board of directors of Andulela have
resolved to withdraw the notice of general meeting in its entirety and thus cancel the general meeting
which was to be held at the registered office of Andulela, being 108 4th Street, Parkmore, Sandton,
Johannesburg at 10:00 on Friday, 14 March 2014.
6 March 2014
Sponsor
Java Capital
Independent expert
Mazars Corporate Finance (Pty) Ltd
Reporting accountants and auditors
BDO
Attorneys
Glyn Marais
Date: 06/03/2014 12:39:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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