MILLION AIR CHARTER LIMITED
(Registration number 1993/000092/06)
("Million Air" or "the Company")
OFFER TO MINORITY SHAREHOLDERS AND RECONSTITUTION OF THE BOARD
Introduction to the offer
A Consortium comprising of Graeme John Russell Clarke and Carlo Maria Remo
Talevi ("the Consortium") currently hold 14 250 400 Million Air ordinary
shares constituting 21,24% of Million Air's equity.
Shareholders are advised that the Consortium has agreed to purchase an
additional 34 361 910 ordinary shares representing 51,21% of the equity, at 19
cents per share amounting to R 6 528 763. The effective date of the transaction
is 30 April 2001.
As a result of this acquisition, the Consortium will hold 72,45% of the equity
in Million Air.
Offer to minority shareholders
In terms of the Securities Regulation Code and Rules of the Securities
Regulation Panel ("SRP"), the Consortium is required to extend an offer to all
minority shareholders of Million Air.
Accordingly, the Consortium will extend an unconditional offer to all the
minority shareholders of Million Air for all or any of their shares at 19 cents
per share, subject to the necessary regulatory approvals.
The SRP have received confirmation from MLS Bank that the consortium has
adequate resources to satisfy their obligations relating to the offer.
Reconstitution of the board
Mrs J Geldenhuis and Mr C Artemides have resigned as directors. Mr K Geldenhuis
has resigned as managing director but remains a director of the board. Mr GJR
Clarke and Mr CMR Talevi have been appointed to the board as joint managing
directors. All of the above appointments and resignations are effective from 25
April 2001
Documentation relating to the offer
A circular to shareholders of Million Air, subject to approval by the JSE
Securities Exchange SA and the SRP, containing full details of the offer to
minority shareholders of Million Air, is in the process of preparation and is
expected to be posted to shareholders on 14 May 2001
Johannesburg
26 April 2001
Sponsor
SASFIN BANK LIMITED
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