| Thu 1 Dec 2011, 17:30 | | SALD/SAL - Sallies Limited - Finalisation announcement |
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SAL SALD
SAL
SALD/SAL - Sallies Limited - Finalisation announcement
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")
FINALISATION ANNOUNCEMENT
Sallies ordinary shareholders are referred to the announcement published on SENS
on 29 November 2011 and in the press on 30 November 2011, regarding the approval
at the shareholders meeting, by the requisite majority of shareholders present
and voting in person or by proxy, of the scheme of arrangement proposed by
Fluormin Plc. in respect of the Sallies ordinary shares ("the share scheme").
Shareholders are hereby advised that all conditions precedent to the share
scheme, as detailed in the circular issued to Sallies shareholders on 1 November
2011 have been fulfilled and accordingly the share scheme is now unconditional.
In terms of the share scheme, each Sallies shareholder is entitled to elect to
receive:
0.0276837 Fluormin ordinary shares for every one Sallies ordinary share held;
alternatively, or in the absence of any election by a Sallies shareholder, a
cash consideration of 14 cents for every one Sallies ordinary share held.
The salient dates and times relating to the implementation of the share scheme
are as follows:
Last day to trade Sallies Ordinary Shares on the JSE Thursday 8 December
in order to be recorded in the Register to receive the 2011
Share Scheme Consideration on
Suspension of listing of Sallies ordinary shares at Friday 9 December
the commencement of trade on the JSE on 2011
Share Scheme Consideration Record Date to be recorded Thursday 15
in the Register in order to receive the Share Scheme December 2011
Consideration on
Share Scheme Operative Date and on Monday 19 December
2011
Payment or delivery of the Share Scheme Consideration Monday 19 December
on or about 2011
Dematerialised Share Scheme Participants to have their Monday 19 December
accounts held at their UK Broker or CSDP or Broker 2011
credited with the Share Scheme Consideration on or
about
Termination of listing of Sallies Ordinary Shares on Tuesday 20 December
the JSE at the commencement of trade on 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
has made an unconditional mandatory offer in terms of section 123 of the Act.
The mandatory offer opened from 30 November 2011 and will close on Friday 20
January 2012 and the offer consideration will be as follows:
0.064595 Fluormin ordinary shares for every one Sallies` debenture held;
alternatively, a cash consideration of 50 cents for every one Sallies` debenture
held.
It should be noted that if debenture holders do not accept the offer
consideration, they will retain their debentures in Sallies.
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
1 December 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: 01/12/2011 17:30:02 Produced by the JSE SENS Department.
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