Imperial Holdings Limited
(Registration number 1946/021048/06)
Share code: IPL ISIN: ZAE000003620
("Imperial")
Imperilog Limited
(Registration number 1913/001284/06)
Share code: IPG ISIN: ZAE000024006
("Imperilog")
Salient Dates of the Offer
Further to the announcement published on 24 December 2001, whereby it was
announced that Imperial would extend a conditional offer to the shareholders
of ImperiLog to acquire all their shares in ImperiLog ("the offer shares")
for cash. Once the offer becomes unconditional an announcement will be made.
The dates and times are subject to amendment and any such amendment will be
published.
Accordingly, salient dates of the offer are listed hereunder:
Salient dates 2002
Offer opens (09:00) Thursday, 31 January
*Last day to trade Friday, 1 March
Shares listed ex offer on the
JSE Securities Exchange South Africa ("the JSE") Monday, 4 March
Record date Friday, 8 March
Offer closes (15:00) Friday, 8 March
Results of the offer announced in the press
(on SENS 11 March 2002) Tuesday, 12 March
Imperial reserves the right to invoke the provisions
of section 440K of the Companies Act, 1973 (Act 61 of 1973)
("the Act") as amended if 90% or more acceptances are
received in respect of the offer shares in which case:
* Listing of ImperiLog shares will be suspended on the
JSE from the commencement of business on Tuesday, 12 March
* notice in terms of section 440K of the Act, 1973 will be
posted to ImperiLog shareholders who have not
accepted the offer on Tuesday, 12 March
* listing of ImperiLog terminated on the JSE subject to no
application being made to Court,at the close of business on Friday, 26
April
*assuming that the offer has been declared unconditional by Friday, 22
February 2002. Share certificates may not be dematerialised and
rematerialised between Monday, 25 February 2002 and Friday, 8 March 2002
(both dates inclusive).
The ImperiLog documents of title surrendered by those ImperiLog shareholders
who have already accepted the offer would be held in trust by ImperiLog's
transfer secretaries, Mercantile Registrars Limited until the conditions
precedent have been met.
Imperial will issue cheques or make payment by electronic transfer of
amounts due to the ImperiLog shareholders pursuant to valid acceptances in
respect of the offer on the later of the business day following the offer
being declared unconditional, or within seven days of the receipt by the
transfer secretaries of the properly completed form of acceptance, together
with the relevant documents of title in the case of certificated
shareholders. Where dematerialised shareholders are concerned, the CSDP or
broker will be credited with any amount due to ImperiLog shareholders in
terms of the custody agreement entered into between the dematerialised
shareholder and his CSDP or broker.
Edenvale
31 January 2002
Sponsor to Imperial
Merrill Lynch South Africa (Pty) Ltd
Registered sponsor and
Member of the JSE Securities Exchange South Africa
Registration number 1995/001805/07
Attorneys to Imperial and ImperiLog
Moss-Morris Inc.
(Registration number 1994/008751/21)
Independent adviser to ImperiLog shareholders
BDO Spencer Steward
Chartered Accountants and Auditors
Registered Accountants and Auditors
(Registration number 1995/002310/21)
Financial adviser to Imperial
Imperial Bank
Sponsor to ImperiLog
Nedcor Investment Bank
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