| Tue 4 Aug 2009, 14:06 | | GEN - Firebird Global Master Fund Ltd - Firm Intention On The Part Of Firebird |
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JSE
GEN
GEN - Firebird Global Master Fund Ltd - Firm Intention On The Part Of Firebird
To Make An Offer To Acquire The Issued Ordinary Share Capital Of Sallies Limited
That It Does Not Already Own
4 August 2009
Firebird Global Master Fund, Ltd.
Incorporated in Cayman Islands, British West Indies
("Firebird")
FIRM INTENTION ON THE PART OF FIREBIRD TO MAKE AN OFFER TO ACQUIRE THE ISSUED
ORDINARY SHARE CAPITAL OF SALLIES LIMITED THAT IT DOES NOT ALREADY OWN
1. INTRODUCTION
Firebird wishes to advise that it, together with its affiliate, Firebird
Global Master Fund II, Ltd., has made an acquisition (the "Acquisition") of
securities of Sallies Limited (registration number 1903/001879/06)
("Sallies") (JSE: SAL) which gives rise to an obligation to make an offer
under Rule 8 of the Securities Regulation Code and Rules of the Securities
Regulation Panel and to the obligation to announce Firebird`s firm
intention to make an offer. As a result of the Acquisition Firebird is
obliged make an offer to acquire the remaining issued ordinary share
capital of Sallies ("Offer Shares") which Firebird does not already own
(the "Offer").
The consideration payable in terms of the Offer will be 18 cents per
ordinary share in cash (the "Consideration") which is the highest price
paid by Firebird per Sallies ordinary share within the last three months.
If all Sallies shareholders accept the Offer, including the conversion of
the Sallies unsubordinated unsecured convertible debentures, the aggregate
maximum Consideration will amount to R63 058 190 in cash.
Firebird, together with its affiliate, directly owns 406,992,767 ordinary
shares in Sallies, representing 63.37% of the issued ordinary share capital
of Sallies. Additionally Firebird holds options to acquire ordinary shares
through 29,147,954 unsubordinated unsecured convertible debentures.
2. MECHANISM OF THE OFFER
The Offer will be implemented by way of an unconditional offer by Firebird,
or any of its affiliates, to the shareholders of Sallies other than
Firebird (the "Offerees") in terms of Chapter XVA of the Companies Act,
1973 (the "Act").
Should the Offer be accepted by Offerees in respect of nine-tenths or more
of the Offer Shares, Firebird reserves the right to invoke the provisions
of Section 440K of the Act to compulsorily acquire all such Offer Shares in
respect of which the Offer was not accepted and apply for the termination
of the listing of the ordinary shares of Sallies on the exchange operated
by the JSE Limited (the "JSE"). If Section 440K of the Act cannot be
invoked or Firebird elects not to invoke the provisions of Section 440K of
the Act, Sallies will continue as a listed company in respect of both its
ordinary shares and unsubordinated unsecured convertible debentures.
It is currently expected that the circular containing further details in
respect of the Offer will be posted on or about 1 September 2009 and that
the Offer will close for acceptances on or about 22 September 2009.
3. TERMS OF THE OFFER
The Consideration payable in terms of the Offer, which will be
unconditional as to acceptances, will be a cash payment of 18 cents per
Offer Share.
4. CASH CONFIRMATION
Qinisele Resources (Pty) Limited has, as required in terms of the
Securities Regulation Code and the Rules of the Securities Regulation
Panel, provided a cash confirmation to the Securities Regulation Panel
confirming that Firebird has sufficient cash resources available to satisfy
the full cash consideration payable in terms of the Offer.
Johannesburg
Legal advisor: Fasken Martineau DuMoulin LLP
Financial advisor: Qinisele Resources (Pty) Limited
This announcement is not intended to and does not constitute, or form part of,
an offer or an invitation to purchase or sell any shares of either Firebird or
Sallies or any other securities pursuant to the Offer or otherwise.
This announcement is not directed to, or intended for distribution or use by,
any person or entity that is a citizen or resident or located in any
jurisdiction where such distribution or use would be contrary to any law or
regulation or would require any registration, licensing or other permission.
Neither this announcement nor any copy of it nor the information contained in it
may be taken or transmitted in or into Canada, USA, Republic of Ireland and
Japan, or distributed, directly or indirectly, in or into Canada, USA, Republic
of Ireland and Japan, or distributed or redistributed in Japan or to any
resident thereof. Any failure to comply with these restrictions may constitute a
violation of Canadian, USA, Republic of Ireland and Japanese securities laws.
The distribution of this announcement in other jurisdictions may be restricted
by law, and persons into whose possession this announcement comes should inform
themselves about, and observe, any such restrictions.
This announcement and the information contained herein are not an offer of
securities for sale in the United States. Neither Firebird nor Sallies
securities may be offered or sold in the United States absent registration or an
exemption from registration under the U.S. Securities Act of 1933, as amended.
Certain statements in this announcement constitute "forward-looking statements".
These statements, which contain the words "anticipate", "believe", "intend",
"estimate", "expect" and words of similar meaning, reflect the beliefs and
expectations of Firebird directors and are subject to risks and uncertainties
that may cause actual results to differ materially. These risks and
uncertainties include, among other factors, changing business or other market
conditions and the prospects for growth anticipated by Firebird. These and other
factors could adversely affect the outcome and financial effects of the plans
and events described herein. As a result, you are cautioned not to place undue
reliance on such forward-looking statements. Firebird and its advisors and each
of their respective members, directors, officers and employees disclaim any
obligation to update their view of such risks and uncertainties or to publicly
announce the result of any revision to the forward-looking statements made
herein, except where it would be required to do so under applicable law.
Date: 04/08/2009 14:06:01 Produced by the JSE SENS Department.
