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SAL SALD
SAL
SAL/SALD - Sallies - Notice to debenture holders
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")
NOTICE TO DEBENTURE HOLDERS
Sallies debenture holders are referred to the announcement published on SENS
on 1 December 2011 and in the press on 2 December 2011, regarding Sallies
ordinary shareholders being advised that all conditions precedent to the
ordinary share scheme of arrangement ("share scheme"), as detailed in the
circular issued to Sallies security holders on 1 November 2011 have been
fulfilled and accordingly the share scheme is now unconditional.
As a result of the share scheme becoming unconditional, the listing of the
ordinary shares of Sallies on the JSE are to be suspended on 9 December 2011
and terminated on 20 December 2011. In terms of the debenture trust deed in
place with debenture holders, the implementation of the share scheme results
in an event of default which affords debenture holders the following
alternatives:
1. The right to convert their debentures forthwith in terms of a default
conversion whereupon those debentures shall become convertible at their
principal amount of R0.50 per debenture together with accrued interest;
or
2. The right to repayment forthwith in terms of a default cash repayment of
R0.50 per debenture together with accrued interest.
Notwithstanding the above alternatives, debenture holders may accept the
Mandatory Offer made by Fluormin to debenture holders as announced on 29
November 2011 in terms of which debenture holders can elect to receive a cash
consideration R0.50 per debenture; or 0.064595 Fluormin ordinary shares
(rounded down to the nearest whole Fluormin ordinary share in the event of
fractional holdings). This offer is open for acceptance from 30 November 2011
until 20 January 2012.
In respect of the Mandatory Offer process pertaining to the debentures if
within four months of the date of the offer by Fluormin to acquire the
debentures, the offer has been accepted by at least 90% of the debenture
holders, other than the debentures held by Fluormin before the offer, then
within two further months Fluormin may notify the remaining debenture holders
that it desires to acquire all remaining debentures.
Subject to the aforegoing, the debentures may remain listed and be subject to
the Debt Listing Requirements of the JSE until redeemed on 31 December 2012.
Johannesburg
8 December 2011
Sponsor: Bridge Capital Advisors (Pty) Limited
Legal Advisor to Fluormin Plc. Fasken Martineau DuMoulin (Pty) Ltd
Date: 08/12/2011 17:34:33 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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