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GMB
GMB
GMB - Glenrand M I B Limited - Fulfilment and/or waiver of the remaining
conditions precedent to the implementation of the scheme of arrangement proposed
by AON between Glenrand and its ordinary shareholders
GLENRAND M I B LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/008001/06)
Share code: GMB
ISIN: ZAE000078010
("Glenrand" or "the company")
AON SOUTH AFRICA (PROPRIETARY) LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1978/004501/07)
("Aon")
FULFILMENT AND/OR WAIVER OF THE REMAINING CONDITIONS PRECEDENT TO THE
IMPLEMENTATION OF THE SCHEME OF ARRANGEMENT (IN TERMS OF SECTION 311 OF THE
COMPANIES ACT, 61 OF 1973, AS AMENDED) PROPOSED BY AON BETWEEN GLENRAND AND ITS
ORDINARY SHAREHOLDERS ("THE SCHEME")
1. INTRODUCTION
Shareholders of Glenrand ("Glenrand shareholders") are referred to the
announcement released by Glenrand on SENS on 24 March 2011 and published in
the press on 25 March 2011, wherein they were advised of the status of the
conditions precedent to, and amendments to the timetable for,
implementation of the scheme.
2. FULFILMENT AND/OR WAIVER OF THE REMAINING CONDITIONS PRECEDENT TO THE
IMPLEMENTATION OF THE SCHEME
2.1. The following conditions precedent to the implementation of the scheme
have been fulfilled:
2.1.1. The South African Competition Authorities have approved the
scheme conditionally, on such conditions as are acceptable to the
parties affected thereby;
2.1.2. Glenrand has not undertaken or allowed to occur any unusual
corporate action or frustrating action as described in Rule 19 of
the Securities Regulation Code on Take-overs and Mergers
including, but not limited to, any declaration of any unusual or
unplanned dividends, without the consent of Aon; and
2.1.3. no material adverse change such as would have been likely to have
had a material adverse effect on Glenrand, its operations,
reputation and/or the earnings potential of Glenrand, has
occurred prior to the date on which the last of the conditions
precedent was fulfilled or waived.
2.2. The following condition precedent to the implementation of the scheme
has been waived:
2.2.1. Approvals of the scheme have not yet been obtained from the
Competition Authorities in Swaziland and Namibia. However,
Glenrand and Aon are of the view, or have been informed by the
relevant regulator, that the applicable competition legislation
in those jurisdictions allows the scheme to be implemented in
South Africa, but not in those jurisdictions, until such time as
the requisite approval in those jurisdictions is obtained.
3. IMPLEMENTATION OF THE SCHEME
Aon has confirmed the fulfilment of the conditions precedent set out in 2.1
above and the waiver of the condition precedent set out in 2.2 above and
Glenrand has confirmed its agreement thereto.
Glenrand shareholders are therefore advised that all conditions precedent
to the scheme have now been fulfilled and/or waived and that the scheme
will be implemented in South Africa in accordance with the timetable
released by Glenrand on SENS on 24 March 2011 and published in the press on
25 March 2011.
4. CHANGE TO THE GLENRAND BOARD OF DIRECTORS
In terms of paragraph 3.59 of the JSE Limited`s Listings Requirements, the
board of Glenrand advises that Mr Anton Roux, the Chief Executive Officer
of Aon, has been appointed as a non-executive director of the company with
effect from 7 April 2011.
Randburg
7 April 2011
Corporate Advisor and Transactional Sponsor to Glenrand
Sasfin Capital
A division of Sasfin Bank Limited
Legal Advisor to Glenrand
Deneys Reitz Inc.
Independent Financial Advisor to the Glenrand Board
PricewaterhouseCoopers Corporate Finance (Proprietary) Limited
Sponsor to Glenrand
Nedbank Capital
Corporate Advisor to Aon
Grindrod Bank Limited
Legal Advisor to Aon
Edward Nathan Sonnenbergs Inc.
Financial and Tax Due Diligence Advisor to Aon
Deloitte
Advisor to the Black Business Partner Shareholders of Glenrand
Standard Bank Group Limited
Date: 07/04/2011 17:14:01 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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