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SNG
SNG
Synergy - Results of the General Meeting; Offer to shareholders; Board changes
Synergy Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1995/006315/06)
Share code: SNG & ISIN: ZAE000017760
("Synergy")
ANNOUNCEMENT
Regarding:
The results of the General Meeting;
Offer to shareholders;
Board resignations and appointments.
River Group is authorised to announce the following:
1. Results of the General Meeting
All the resolutions proposed at the General Meeting held on 30 December 2005
regarding the disposal by Synergy of Prime Support (Proprietary) Limited and its
properties ("the disposals") were passed by the requisite majority of
shareholders either present or by proxy.
2. Change of control and offer to shareholders
Following the shareholder approval for the disposals, the last condition
precedent to the change in control of Synergy to the i capital Consortium has
been met, consequently, the offer to shareholders by the i capital Consortium at
8 cents per Synergy share has become unconditional, and will open on Tuesday,
3 January 2006.
The salient dates and times for the offer are:
2006
Offer opens at 09:00 Tuesday, 3 January
Last date to trade Friday, 20 January
Shares trade "ex" the offer Monday, 23 January
Record date Friday, 27 January
Offer closes at 12:00 Friday, 27 January
Results of the offer published on SENS and
in the press on Monday, 30 January
Payment in respect of the offer consideration
to those minority shareholders that Within five days of receipt
accept the offer, subject to of a valid acceptance.
receipt by the transfer secretaries
of documents of title and completed forms
of acceptance and surrender from certificated
shareholders and receipt of notification from
dematerialised shareholders" CSDPs.
Notes:
1. Postal forms of acceptance and surrender must be received at or before 12:00
on Friday, 27 January 2006. No late postal acceptances will be considered.
2. The above dates and times are subject to amendment. Any change will be
published on SENS and in the press.
3. The offer consideration payable to those Synergy minority shareholders that
accept the offer will be deposited directly into the shareholders" bank accounts
to be declared in the form of acceptance and surrender, at the risk of the
shareholders concerned. This payment will be made within five business days of
receipt of a valid acceptance subject to receipt by the transfer secretaries of
documents of title and completed forms of acceptance and surrender by Friday,
27 January 2006, in respect of certificated shareholders only. Shareholders who
have dematerialised their shares through a CSDP or broker will receive the offer
consideration in the manner as agreed to between the shareholders and CSDP or
broker, within five business days of receipt of notification by the transfer
secretaries from STRATE.
3. Board resignations and appointments
As a consequence of the change in control of Synergy, the following directors
have resigned from the Board of directors, effective 30 December 2005:
* P J Toolan
* A Regenass
* N Plane
* J Smart
* J Brown
The following directors have been appointed to the Board of Synergy with effect
from 30 December 2005:
* F du Toit
* J Swanepoel
* D L Smollan
* R N Williams
Johannesburg
30 December 2005
Sponsor
River Group
Date: 30/12/2005 10:35:06 AM Produced by the JSE SENS Department
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