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AFRICAN HARVEST LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/01382706)
("African Harvest") -LOGO-
PENNYSTOCKS INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1989/002549/06)
("Pennystocks")
ANNOUNCEMENT REGARDING THE REVISED SCHEME CONSIDERATION IN RESPECT OF THE
PROPOSED SCHEME OF ARRANGEMENT TO CONSTITUTE PENNYSTOCKS AS A WHOLLY OWNED
SUBSIDIARY OF AFRICAN HARVEST ("THE SCHEME") AND THE REVISED OFFER PRICE IN
RESPECT OF THE OFFER TO MINORITY SHAREHOLDERS ("THE OFFER")
1. Introduction
On 12 April 2001 it was announced that African Harvest intended to propose
the scheme in terms of which Pennystocks shareholders would be offered a
cash consideration of 152 cents per share conditional upon the scheme being
implemented. In addition it was announced that failing the implementation
of the scheme, African Harvest would make a cash offer to all minority
shareholders of Pennystocks to purchase all or any of their shares at 150
cents per share.
2. Revised cash consideration/Interest
Shareholders are now advised that, after further deliberation and discussion
with the board of directors of Pennystocks and certain institutional
shareholders in Pennystocks, African Harvest intends to increase the cash
consideration in terms of the scheme from 152 cents per share to 165 cents
per share. In addition, African Harvest intends to increase the cash
consideration in terms of the offer from 150 cents per share to 165 cents
per share.
3. Description of the business of Pennystocks
Pennystocks was listed on the JSE Securities Exchange South Africa ("the
JSE") on 25 May 1999. Pennystocks is a share trader specialising in shares
listed on the JSE. It is mainly focussed in niches that are usually too
small for the large institutional investor but which require too much
capital, expertise or time from individual investors.
4. Financial effects for African Harvest shareholders
The transaction will have no material effect on the net asset value and the
earnings per share of African Harvest.
5. Benefits to African Harvest
Following the successful implementation of the scheme, African Harvest will
be able to incorporate the assets and activities of Pennystocks within its
operations. Furthermore, African Harvest would have been instrumental in
unlocking value for the shareholders of Pennystocks.
6. Undertakings
Pennystocks shareholders holding and/or managing 8 457 338 number of shares
(11,4% of the total voting rights attaching to the issued share capital of
Pennystocks and 16,99% of the balance of the voting rights attaching to
Pennystocks shares not held by African Harvest) have provided their written
undertakings, in respect of the Pennystocks shares held by them, to vote in
favour of the scheme and to procure that those Pennystocks shares managed
and controlled by them (on behalf of their clients) will be voted in favour
of the scheme. Failing the implementation of the scheme, the above
Pennystocks shareholders will dispose of or procure the disposal of their
Pennystocks shares to African Harvest in terms of the offer for a cash
consideration of 165 cents per share.
7. Documentation
Documentation containing the full details of the scheme (and the mandatory
offer) is in the process of preparation and will be posted to shareholders
as soon as possible.
Cape Town
17 May 2001
Corporate advisers to African Harvest
African Harvest Capital (Pty) Limited
(Registration number 1998/001469/07)
Corporate Advisers to Pennystocks
Axon Corporate Services (Pty) Limited
(Registration number 1998/012282/07)
Attorneys to the Scheme
Sonnenberg Hoffmann & Galombik Inc.
(Registration number 1993/000565/21)
Sponsor to African Harvest
Deutsche Securities (SA) (Pty) Limited
(Registration number 1995/011798/0721)
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