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MTE
MTE
MET - Marshall Monteagle - Results of extraordinary general meeting and
suspension and cancellation of listing
MARSHALL MONTEAGLE HOLDINGS SOCIETE ANONYME
(in voluntary liquidation)
(Incorporated in Luxembourg R.C.S. Luxembourg No. B19600)
("Monteagle" or "the Company")
JSE CODE: MTE ISIN: LU0035797272
RESULTS OF EXTRAORDINARY GENERAL MEETING AND SUSPENSION AND CANCELLATION OF
LISTING ON THE JSE LIMITED ("the JSE"), ON THE LUXEMBOURG STOCK EXCHANGE ("the
LuxSE") AND ON THE LONDON STOCK EXCHANGE ("the LSE")
Notice is hereby given that at the Extraordinary General Meeting of the
Shareholders of the Company held on Friday, 18 February 2011 at 10.00 a.m. (CET)
the following resolutions were approved by the requisite majority of
shareholders:
1. That a representative of Company and Accounting Services SA be appointed as
chairman of this meeting.
2. To receive and approve the financial statements of the Company placed before
the meeting by the Board.
3. To ratify the actions of the Directors taken subsequent to the last Annual
General Meeting held on 26 March 2010 including transactions with Newco
described in section 3 of the circular accompanying this notice of meeting,
entering into and fulfilling the terms of the Contribution Agreement and
delisting of the Company`s shares from the London Stock Exchange.
4. To resolve to delist the Company`s shares from the Luxembourg Stock Exchange
and appoint M Partners to effect the delisting.
5. To grant discharge to the Directors and to the Statutory Auditors for their
actions and duties since the last Annual General Meeting held on 26 March 2010.
6. To place the Company into liquidation.
7. To appoint Damsor Limited as Liquidator of the Company (the "Liquidator") and
to confer upon the Liquidator the widest powers permitted under Luxembourg law
for the purposes of winding up the affairs of the Company.
8. That, subject to and conditional upon resolutions 6 and 7 set out in the
notice convening this Extraordinary General Meeting having been passed the
Liquidator be authorised to realise all the remaining assets and to settle all
the remaining liabilities of the Company, and to appoint Housestaple Limited.
(registered number 5389933) of 30 City Road, London, EC1Y 2AG, UK as agent for
the distribution to shareholders of the shares in Marshall Monteagle PLC owned
by the Company on the terms summarised on page 8 of the circular accompanying
this notice of meeting.
9. To appoint Mr. Peter Milne of 57 rue Pierre d`Aspelt, L-5710, Luxembourg, as
Commissaire-VErificateur to verify the work of the Liquidator.
10. To ratify the notice of the second Extraordinary General Meeting given by
the Directors, and despatched with this notice, to receive the reports of the
Liquidator and the Commissaire-VErificateur.
Shareholders are advised that the Company`s share will be suspended on the JSE
with effect from commencement of trade from Monday, 21 February 2011 and
terminated on the LuxSE and the LSE on 21 February 2011. Cancellation of the
share on the JSE will be effected at close of trade on Friday, 25 February 2011.
Shareholders are reminded of the following salient dates:
2011
Last day to trade in the shares of the Company Friday 18 February
Cancellation of listing of shares on the LuxSE and LSE
Monday 21 February
Results of the First Extraordinary General Meeting to
be published in the press in South Africa
Monday 21 February
Form of proxy for the Second Extraordinary General
Meeting to be lodged by no later than 10.00 a.m.
(CET)on Monday 21 February
Suspension of listing of Monteagle shares on JSE at
commencement of trade; and Listing of Newco shares on
JSE under the abbreviated name of Marshall, JSE Code
MMP and ISIN JE00B5N88T08
Monday 21 February
Second Extraordinary General Meeting to be held at
10.00 a.m. (CET) on Wednesday 23 February
Results of the Second Extraordinary General Meeting to
be released on SENS, on the LuxSE website and to the
LSE Wednesday 23 February
Results of the Second Extraordinary General Meeting to
be published in the press in South Africa
Thursday 24 February
Cancellation of listing of Monteagle shares on the JSE
at commencement of trading; Friday 25 February
Record date for shareholders to be on the register in
order to receive certificates in Newco
Friday 25 February
Issue of Newco share certificates to all shareholders
who have submitted forms of surrender by 12:00 on 18
February 2011. Dematerialised shareholders will also
have their accounts updated and credited.
Monday 28 February
Notes:
1. Share certificates in the name of Monteagle may not be dematerialised on or
after Friday 18 February 2011
By order of the Board
City Group P.L.C.
Group Secretaries
18 February 2011
Sponsor
Sasfin Capital (A division of Sasfin Bank Limited)
Date: 18/02/2011 14:30:56 Produced by the JSE SENS Department.
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