Mettle - Cautionary Regarding Proposed Delisting A
METTLE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1996/010795/06)
Share code:MEL ISIN: ZAE000028569
("Mettle" or "the company")
CAUTIONARY REGARDING PROPOSED DELISTING AND SHARE REPURCHASE
1. Introduction
Subject to the fulfilment of the conditions precedent referred to below
("the conditions precedent"), the directors of Mettle propose delisting the
company and effecting a share repurchase of all the shares from those
shareholders who do not wish to hold shares in an unlisted entity ("the
proposals").
2. The proposals
The directors propose that the listing of Mettle be terminated from the
lists of the JSE Securities Exchange South Africa ("JSE").
It is proposed further that the company effect a share repurchase of all the
shares of Mettle shareholders who do not wish to hold shares in an unlisted
entity at a price of sixty (60) cents per share ("share repurchase"). The
share repurchase will be subject to the delisting of Mettle, as well as the
conditions precedent set out below. In the event of shareholders wishing to
remain as such in the company, they are able to do so.
Shareholders must, however, be advised that they will be holding shares in
an unlisted company and tradability in their shares will be limited as there
will not be any ready market for their shares nor any recognised market on
which to trade their Mettle shares.
3. Rationale
The directors have reviewed the rationale for the listing of the company and
have concluded that the benefits of having the company listed, are
outweighed by the disadvantages.
A consideration was the market sentiment towards small to medium
capitalisation companies, such as Mettle, and they are of the opinion that
it is unlikely that the market rating of such companies will improve in the
short to medium term.
The proposals will enable Mettle shareholders to realise value for their
shares by receiving 60 cents cash for each of their shares (an approximate
28% premium to the 30-day weighted average price at which 4 749 233 shares
traded on the JSE prior to the publication of this announcement).
4. Conditions precedent
The proposals are subject to the fulfilment of the following conditions
precedent:
* The passing and registration by the Registrar of Companies of all such
special resolutions and the passing of all such ordinary resolutions as are
necessary, by the shareholders of Mettle, in general meeting; and
* The JSE and the Securities Regulation Panel ("SRP") furnishing such
approvals as are required of them.
5. Documentation
A circular to Mettle shareholders, containing inter alia, details of the
proposed delisting and share repurchase, the salient dates pertaining
thereto and a notice of a general meeting, is being prepared and will,
subject to the approvals of the JSE and SRP, be sent to Mettle shareholders
within 28 days.
6. Cautionary
Shareholders are advised to exercise caution when dealing in the company's
shares until a full announcement is made.
Illovo
16 October 2001
Sponsor
Mettle Limited
Corporate Finance Division
(Registration number 1996/010795/06)
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