AFRICAN HARVEST LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/013827/06)
("African Harvest")
PENNYSTOCKS INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1989/002549/06)
("Pennystocks")
CHANGE OF CONTROL OF PENNYSTOCKS AND OFFER TO MINORITY SHAREHOLDERS OF
PENNYSTOCKS COUPLED WITH A SCHEME OF ARRANGEMENT
Introduction
Pennystocks shareholders are advised that African Harvest, through its
subsidiaries, purchased 20 000 additional ordinary shares in Pennystocks at a
price of 142 cents per share on 10 April 2001. Prior to this purchase African
Harvest, through its subsidiaries, held just below 35% of the voting shares in
Pennystocks. As a result of this purchase African Harvest, through its
subsidiaries, currently owns 35,026% of the voting shares in Pennystocks.
Offer to minority shareholders
In terms of the Securities Regulation Code and rules of the Securities
Regulation Panel ("SRP"), African Harvest has acquired control of Pennystocks
and is obliged to make an offer to all minority shareholders of Pennystocks.
Scheme of arrangement
African Harvest intends to propose a scheme of arrangement in terms of section
311 of the Companies Act, 1973 (Act 61 of 1973), as amended, between
Pennystocks and its shareholders (other than African Harvest and its
subsidiaries) ("the scheme") in terms of which Pennystocks shareholders will be
offered a cash consideration of 152 cents per share conditional upon the scheme
being implemented. The scheme will be subject to the fulfilment of the
following conditions precedent:
* receipt of the requisite regulatory approvals, including the approval of the
competition authorities in terms of the Competition Act, 1998;
* approval of the requisite resolutions by the requisite majority of
Pennystocks shareholders in a general meeting;
* the High Court sanctioning the scheme and the Order of Court sanctioning the
scheme being registered by the Registrar of Companies.
Offer if scheme fails
African Harvest will also make a cash offer to all minority shareholders of
Pennystocks to purchase all or any of their shares at 150 cents per share
(being the highest price paid by African Harvest for shares in Pennystocks over
the three months preceding this announcement), subject only to any applicable
regulatory approvals.
The offer will be implemented if all or any of the above conditions precedent
to the scheme are not fulfilled.
Cash confirmation
African Harvest has furnished the SRP with documentary proof that it has
sufficient funds available to pay the scheme consideration if the scheme is
implemented, or the offer price if all shareholders elect to accept the offer.
Documentation
A circular to shareholders of Pennystocks containing full details of the scheme
and the offer is in the process of being prepared. It will be posted to
shareholders after the requisite approvals of the SRP and the JSE Securities
Exchange SA have been obtained. A further announcement setting out, inter alia,
the salient dates of the scheme and offer will be published in due course.
Cape Town
12 April 2001
Corporate advisers to African Harvest
African Harvest Capital (Pty) Ltd
Sponsor to African Harvest
Deutsche Securities (Proprietary) Limited
Member of the Deutsche Bank Group
Deutsche Securities (SA) (Pty) Limited
(Registration number 1995/011798/07)
Corporate advisers to Pennystocks
Axon Corporate Services
Registration No: 98/12282/07
Legal advisers to African Harvest
Sonneberg Hoffmann & Galombik Inc.
(Registration number 1993/000565/21)
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