| 1. |
Cancellation of the Claw Back Offer and Rights Offer (“the Offers”) in terms of presently published timetable
Shareholders are referred to the announcements dated 7 April 2011 and 19 April 2011, and are advised that: |
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* At the Annual General Meeting (”AGM”) of the Company held on 7 April 2011, a majority of shareholders voted against the resolution to place the authorised but unissued shares of the Company under the control of the directors in terms of sections 221 and 222 of the Companies Act, No 61 of 1973, as amended (“the Resolution”).
* As a consequence of the Resolution not being passed by shareholders, Miranda has had to cancel the current Offers in terms of the timetable as presently published, as the Offers are conditional.
* The Company is remedying the situation by giving notice to shareholders of an Extraordinary General Meeting (see paragraphs 2 and 3 underneath).
* Miranda has requested the JSE to reverse the trades in the Letters of Allocation which occurred from the commencement of trade on 15 April 2011 up until the halt in trade on 19 April 2011, which request has been approved by the JSE and will be implemented. |
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| 2. |
Notice of Extraordinary General Meeting (“EGM”)
Shareholders are also referred to the notice of EGM, posted yesterday:
* The EGM will take place on Monday, 9 May 2011 at 10:00 at The Green Office Park, Ground Floor, Pecanwood Building,Charles de Gaulle Crescent, Highveld, Centurion.
* Shareholders will be asked to consider the resolution pertaining to the placing of the authorised but unissued shares in the capital of the Company under the control of the directors of the Company, and that the directors be authorised, subject to Sections 221 and 222 of the Companies Act, No 61 of 1973, as amended, to allot and/ or issue shares to such person or persons on such terms and conditions as they may determine (“the New Resolution”).
* A majority of 50% plus one vote of shareholders represented and voting at the EGM is required to pass the New Resolution. |
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| 3. |
Irrevocable Undertakings
* Miranda has obtained irrevocable undertakings to vote in favour of the New Resolution from shareholders representing more than 58% of the issued share capital of the Company. |
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| 4. |
Launch of the Offers
Shareholders are advised that as soon as all the relevant approvals have been obtained, Miranda will commence with the process to re-launch the Offers. A new timetable will be announced as soon as possible. |
21 April 2011
Centurion
Sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
Corporate Advisor
Touchstone Capital (Pty) Ltd
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