| Tue 29 Nov 2011, 17:30 | | SAL/SALD - Sallies Limited - Results of general meetings |
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SAL SALD
SAL
SAL/SALD - Sallies Limited - Results of general meetings
Sallies Limited
(Incorporated in the Republic of South Africa)
(Registration number 1903/001879/06)
Share code: SAL ISIN: ZAE000022588
JSE Code: SALD ISIN: ZAE000117305
("Sallies" or "the Company")
Results of general meetings
Sallies shareholders are advised that at the Company`s general meeting held
at 11:30 on Tuesday, 29 November 2011, the requisite majority of shareholders
approved the ordinary resolution and the special resolutions proposed at the
meeting regarding the proposed scheme of arrangement, as contained in the
notice of general meeting dated 1 November 2011. The special resolutions will
be lodged with CIPC in due course. It is expected that the consideration payment
date when the Company`s shareholders will receive cash or shares of Fluormin
plc ("Fluormin"), as elected by them, will be 19 December 2011.
Sallies debenture holders are advised that at the Company`s meeting of
debenture holders held at 11:00 on Tuesday, 29 November 2011, the requisite
majority of debenture holder votes was not obtained regarding the proposed
scheme of arrangement, as contained in the notice of the debenture holders
meeting dated 1 November 2011. As the proposed scheme of arrangement for the
debentures holders has failed in terms of section 114 of the Companies Act, No.
71 of 2008 (the "Act"), Fluormin will make an unconditional mandatory
offer in terms of section 123 of the Act. The mandatory offer will be open
from 30 November 2011 to Friday 20 January 2012 and the offer consideration
will be as follows:
* 0.0646 Fluormin ordinary shares for every one Sallies` debenture held;
alternatively, a cash consideration of 50 cents for every one Sallies`
debenture held.
The expected timetable in relation to the Debenture offer is as follows:
Last day to trade in the debentures Friday, 13 January 2012
Debentures trade ex the offer Monday, 16 January 2012
Record date Friday, 20 January 2012
Offer closes at 12:00 on Friday, 20 January 2012
Payment date Within 6 business days of receipt of acceptance by the transfer
secretaries with the last payment being made on Monday, 23 January 2012
Please note: Debenture certificates may not be dematerialised or rematerialised
between Monday, 16 January 2012 and Friday, 20 January 2012 (both days
inclusive).
Johannesburg
29 November 2011
Sponsor: Bridge Capital Advisors (Pty) Limited
Reporting Accountant and Auditor to Sallies: BDO (South Africa) Incorporated
Legal Advisor to Fluormin Plc. Fasken Martineau DuMoulin (Pty) Ltd
Legal Advisor to Sallies: Cliffe Dekker Hofmeyr Inc.
Independent expert to Sallies: Mazars Corporate Finance (Pty) Ltd
Date: 29/11/2011 17:30:00 Produced by the JSE SENS Department.
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