| Thu 8 Nov 2007, 17:28 | | SAM - SA Mineral Resources Corporation Limited - P |
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SAM
SAM
SAM - SA Mineral Resources Corporation Limited - Posting of circular and notice
of general meeting opening of mandatory offer to shareholders
SA MINERAL RESOURCES CORPORATION LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1993/000460/06)
Share code: SAM
ISIN: ZAE000012019
("Samroc" or "the company")
* POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING
* OPENING OF MANDATORY OFFER TO SHAREHOLDERS
Further to the announcement regarding, inter alia, a change of control and
mandatory offer to Samroc minority shareholders, released on SENS on 1 November
2007, Samroc shareholders are advised that the circular containing particulars
of the offer by Encha Capital to acquire their shares (post a 1 for 10
consolidation) for a cash consideration of 10 cents per share, and incorporating
a notice of general meeting to approve various resolutions has been posted
today, 8 November 2007.
Important dates and times
2007
Circular posted on Thursday, 8 November
Offer opens at 09:00 on Thursday, 8 November
Forms of proxy to be lodged by 09:00 on Wednesday, 28 November
General meeting of Samroc shareholders to Friday, 30 November
be held at 09:00 on
Results of general meeting announced on Friday, 30 November
SENS on
Last day to trade in order to be able to Friday, 30 November
participate in the offer on
Shares trade ex the offer on Monday, 3 December
Results of general meeting announced in the Monday, 3 December
press on
Record date for the offer Friday, 7 December
Offer closes at 12:00 on Friday, 7 December
Results of the offer released on SENS on Monday, 10 December
Results of the offer published in the press Tuesday, 11 December
on
Payment of the offer consideration by (see Friday, 14 December
notes 4 and 5)
Last day to trade in unconsolidated shares Wednesday, 19 December
on
Commencement of listing and trading of new Thursday, 20 December
consolidated ordinary shares with new ISIN,
ZAE000110029 including those new ordinary
shares issued in terms of the specific
issue on
Record date by 17:00 on which shareholders Friday, 28 December
must be recorded in the register in order
to receive new consolidated ordinary shares
on
Certificated shareholders will, provided Monday, 31 December
that documents of title and duly signed
surrender documents are received by 12:00
on Friday, 28 December 2007, be issued with
new ordinary shares on or about
Dematerialised shareholders will have their Monday, 31 December
accounts updated by their CSDP`s on or
about
Notes:
1 The above dates and times are subject to amendment. Any such amendment
will be published on SENS and in the press.
2 Shareholders holding dematerialised shares who wish to accept the offer are
required to notify their duly appointed CSDP or broker of their acceptance
of the offer in the manner and time stipulated in the custody agreement
governing the relationship between such shareholders and their CSDPs or
brokers.
3 Share certificates may not be dematerialised or rematerialised between
Monday, 3 December 2007 and Friday, 7 December 2007, both days inclusive
and between Thursday, 20 December 2007 and Friday, 28 December 2007, both
days inclusive.
4 Samroc shareholders may accept the offer in whole or in part or may decline
the offer by taking no further action. A balance certificate will be
issued, by registered post, to relevant shareholders, should Samroc
shareholders accept for a lesser number of shares on the share certificate
submitted, if applicable.
5 Cheques payable pursuant to valid acceptances of the offer received by the
transfer secretaries before the closing date of the offer on Friday, 7
December 2007, will be posted to Samroc shareholders holding certificated
shares at their risk. Alternatively, shareholders holding certificated
shares may, if they have entered into a mandate with the transfer
secretaries, receive the offer consideration by electronic transfer
directly into their relevant bank accounts, by providing details of their
bank account on the attached form of acceptance, transfer and surrender
contained in the circular. All payments will be made by the transfer
secretaries within five business days of the record date of the mandatory
offer.
6 Accounts of shareholders holding dematerialised shares held at their CSDP
or broker, will be credited/updated within five business days of the record
date for the mandatory offer, provided receipt of notification of
acceptance by the transfer secretaries from Strate who, in turn, will have
been notified by the shareholder`s duly appointed CSDP or broker.
Woodmead
8 November 2007
Sponsor Financed by Corporate adviser Independent
expert
Sasfin Capital Investec Private Lonsa (Pty)
(a division of Sasfin Bank Limited Mazars Moores
Bank Limited) Rowland
Chartered
Accountants (SA)
Transactional sponsor Corporate legal Reporting
adviser accountants and
Tlotlisa Corporate auditors
Finance (Pty) Limited Brink Cohen Le Roux
Inc. Moore Stephens
MWM Inc
Date: 08/11/2007 17:28:01 Produced by the JSE SENS Department.
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