| Fri 1 Mar 2002, 0:00 | | Iscor Limited - Renounceable Rights Offer |
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(Incorporated in the Republic of South Africa)
(Registration number 1989/002164/06)
JSE Share code: ISC ISIN: ZAE000022729
("Iscor")
Renounceable rights offer of 152 930 416 new ordinary shares of no par value
at R10,92 per share. Shareholders who have any queries regarding the
contents of this announcement are encouraged to call the Iscor ShareCare
Line on 0800 006 960 (or +27 11 775 3420 if you are calling from outside
South Africa)
1. Terms of the renounceable rights offer
Further to the announcement dated 20 February 2002, shareholders in Iscor
("Iscor shareholders") are advised that Iscor will undertake a renounceable
rights offer of 152 930 416 new ordinary shares of no par value (the "rights
shares") at R10,92 per rights share to Iscor shareholders registered as such
on Friday, 15 March 2002 (the "record date"), in the ratio of 52,22646
rights shares for every 100 shares held in Iscor ("Iscor shares") at the
record date.
Iscor shareholders are advised further that the JSE Securities Exchange
South Africa ("JSE") has granted listings for:
* the renounceable (nil paid) letters of allocation to be issued in
dematerialised form pursuant to the rights offer ("letters of allocation");
and
* the 152 930 416 rights shares to be issued in terms of the rights offer.
All required rights offer documentation will be lodged with the Registrar of
Companies for registration.
2. Issue of letters of allocation in dematerialised form
Iscor will issue all letters of allocation in dematerialised form and the
electronic record in respect of certificated shareholders will be maintained
by Mercantile Shareholder Nominees (Proprietary) Limited. This will make it
possible for certificated shareholders to enjoy the same rights and
opportunities as those shareholders who have already dematerialised their
Iscor shares. Iscor will issue each certificated shareholder with a form of
offer and instruction in respect of a letter of allocation reflecting the
number of rights shares allocated to them. By completing the relevant form
of offer and instruction in respect of a letter of allocation, certificated
shareholders will be able to indicate whether or not the whole or part of
the rights to the rights shares should be sold, renounced or taken up and
whether or not the certificated shareholder wishes to apply for additional
rights shares. The form of offer and instruction in respect of a letter of
allocation will be sent to certificated shareholders together with the
circular in respect of the rights offer.
Dematerialised shareholders' will have the number of rights shares allocated
to them automatically credited to their custody account by their appointed
CSDP or broker in electronic form. The CSDP or broker will advise these
shareholders of the procedure they need to follow for the sale, renunciation
or taking-up of their rights shares and for the application for additional
rights shares.
3. The salient dates and times of the rights offer
2002
Last day to trade for purposes of determining
the ordinary
shareholders of Iscor entitled to participate in the
rights offer, on Friday, 8 March
Ordinary shares trade ex-rights on the JSE on Monday, 11 March
Listing of and dealing in the letters of allocation
commences on the JSE on Monday, 11 March
Record date for purposes of determining the ordinary
shareholders of Iscor entitled to participate in the
rights offer on Friday, 15 March
Rights offer opens at 09:00 on Monday, 18 March
Subject to the arrangements relating to certain foreign
jurisdictions, dematerialised shareholders will have
their share custody accounts at their CSDP or broker
automatically credited with their entitlement Monday, 18 March
Subject to the arrangements relating to certain foreign
jurisdictions, certificated shareholders will have their
entitlement credited to a share custody account at
Mercantile Shareholder Nominees (Proprietary) Limited Monday, 18 March
Subject to the arrangements relating to certain foreign
jurisdictions, a form of offer and instruction in respect
of a letter of allocation and circular giving full details
of the rights offer will be posted to certificated
shareholders of Iscor recorded as such on the record date
(only the circular will be posted to Iscor shareholders
on the register and sub-register and to those beneficial
shareholders who have indicated that
they wish to receive circulars) on Monday, 18 March
Last day to trade in the letters of allocation on the JSE
in order to be settled by Friday 12 April 2002, on Friday, 5 April
Listing of rights shares commences on the JSE on Monday, 8 April
Rights offer closes at 14:30
- payment to be made by 14:30 on Friday, 12 April
Record date for the letters of allocation on Friday, 12 April
Dematerialised shareholders' safe custody accounts
will be credited by their CSDP or broker Monday, 15 April
Entitlements in respect of the rights offer available
and(where requested) certificates posted to
certificated shareholders on Monday, 15 April
Results of the rights offer published on Tuesday, 16 April
4. Change in par value of Iscor shares and dematerialisation
Iscor shareholders are again reminded that following the conversion of Iscor
shares with a par value of R10,00 each to no par value shares which became
effective on 2 January 2002, all share certificates in Iscor which reflect
Iscor shares with a par value of R10,00 each must be surrendered so that
they may be substituted with share certificates reflecting Iscor shares of
no par value. In view of the fact that all transactions on the JSE in Iscor
shares now have to be settled electronically through STRATE and that
certificated shares must be converted to uncertificated form, Iscor
shareholders are urged to use this opportunity to convert to uncertificated
shares. A form of surrender and other relevant information will be included
in the rights offer circular sent to shareholders for this purpose.
5. Posting and inspection of documents
Forms of offer and instruction in respect of letters of allocation and the
circular giving full details of the rights offer (the "rights offer
documentation") will be posted to certificated ordinary shareholders on
Monday, 18 March 2002, subject to the arrangements relating to certain
foreign jurisdictions. Only the circular will be posted to Iscor
shareholders on the register and sub-register and to those beneficial
shareholders who have indicated that they wish to receive circulars.
Subject to the arrangements relating to certain foreign jurisdictions,
dematerialised shareholders' CSDP accounts will be credited accordingly on
Monday, 18 March 2002.
English copies of the circular may be inspected from Friday, 8 March 2002
until Friday, 12 April 2002 during normal business hours (Saturday, Sundays
and public holidays excluded) at the following addresses:
* Iscor's Head Office, Roger Dyason Road, Pretoria West, 0002;
* JPMorgan Equities Limited, 1 Fricker Road, corner Hurlingham Road, Illovo,
2196;
* Georgeson Shareholder Communications South Africa (Proprietary) Limited,
SMG Building, 108 Johan Avenue, Sandton, 2010; and
* Mercantile Registrars Limited, 10th Floor, 11 Diagonal Street,
Johannesburg 2001.
6. Foreign jurisdictions
The distribution of the rights offer documentation and/or the transfer of
the rights to subscribe for the rights shares and/or the transfer of the
rights shares in jurisdictions other than the Republic of South Africa
("South Africa") (including, without limitation, in the United States, the
United Kingdom, Canada, Australia and Japan) may be restricted by law and
failure to comply with the requirements of any of those restrictions may
constitute a violation of the securities law of such jurisdictions.
Any holder of Iscor shares who is a resident, citizen or national of a
jurisdiction other than South Africa or which is a corporation, partnership
or other entity created or organised under the laws of any such jurisdiction
should inform themselves about and observe any applicable legal requirement
in such jurisdiction.
Pretoria
1 March 2002
Lead manager and sponsor
JPMorgan Equities Limited
Corporate law advisers and consultants
Edward Nathan & Friedland (Proprietary) Limited
CLS Consulting (Proprietary) Limited
Independent reporting accountants
KPMG
Information agent
Georgeson Shareholder Communications South Africa (Proprietary) Limited
