| Mon 25 Mar 2002, 0:00 | | Marlin Corporation/marlin Holdings - Further Annou |
|
of Arrangement
Marlin Corporation Limited
(Incorporated in the Republic of South Africa)
(Registration number 1987/000717/06)
JSE Share code: MLN ISIN: ZAE000004511
("Marcorp")
Marlin Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1984/000634/06)
JSE Share code: MNH ISIN: ZAE000012340
("Marhold")
Further Announcement regarding Schemes of Arrangement in Terms of Section
311 of the Companies Act, 1973
(Act 61 of 1973), as amended ("Companies Act") proposed:
* by Finstone S RL ("Finstone"), Marhold's offshore parent company, and
Marcorp between Marcorp and its shareholders other than Finstone and
Marhold; and
* by Finstone between Marhold and its shareholders other than Finstone
1. Introduction
Shareholders of Marcorp and Marhold are referred to the schemes of
arrangement in terms of section 311 of the Companies Act proposed:
* by Finstone and Marcorp between Marcorp and its shareholders other than
Finstone and Marhold ("Marcorp Scheme Members"); and
* by Finstone between Marhold and its shareholders other than Finstone
("Marhold Scheme Members")
(hereafter referred to as the "Marcorp Scheme" and "Marhold Scheme"
respectively, and collectively as the "Schemes").
2. Acquisition of shares by Finstone
Finstone has acquired the following ordinary shares in Marhold ("Marhold
Shares") since the date its shareholding, as set out in the circular to
Marhold shareholders regarding the Marhold Scheme ("Marhold Scheme
Circular") was finalised:
Date Number of shares acquired Price per share (including
2002 dealing and related costs)
13 Feb 10 467 500 23,1
15 Feb 768 900 22,9
18 Feb 170 800 23,1
20 Feb 100 000 23,1
21 Feb 271 800 23,1
25 Feb 20 000 23,1
26 Feb 600 000 23,1
27 Feb 5 000 23,2
1 March 30 900 23,1
6 March 5 000 23,1
7 March 10 000 23,1
8 March 206 000 23,1
12 March 2 000 23,4
15 March 44 500 23,1
20 March 694 800 23,1
22 March 72 000 23,1
Pursuant to the above acquisitions, Finstone beneficially, directly or
indirectly, holds a total of 297 943 178 Marhold Shares, or 80,3% of the
issued ordinary share capital of Marhold. In addition, as disclosed in the
Marhold Scheme Circular, Finstone has entered into agreements with specific
shareholders in terms of which it will acquire their shares, totalling 9 199
300 Marhold Shares, at 23,5 cents per Marhold Share, should the Marhold
Scheme not be implemented. Should these Marhold Shares be acquired by
Finstone, Finstone will hold 307 142 478 Marhold Shares, or 82,8% of
Marhold's issued share capital.
Finstone has acquired the following ordinary shares in Marcorp ("Marcorp
Shares") since the date its shareholding, as set out in the circular to
Marcorp shareholders regarding the Marcorp Scheme ("Marcorp Scheme
Circular") was finalised:
Date Number of shares acquired Price per share (including
2002 dealing and related costs)
13 Feb 7 203 100 44,2
14 Feb 2 000 42,5
15 Feb 145 500 42,2
18 Feb 389 000 44,2
19 Feb 34 000 44,2
20 Feb 285 220 43,2
21 Feb 19 000 43,2
22 Feb 1 000 43,8
25 Feb 20 000 43,2
26 Feb 2 207 500 44,2
27 Feb 10 000 44,3
28 Feb 93 400 44,2
8 March 100 000 44,2
11 March 20 000 44,2
12 March 211 044 44,2
13 March 24 000 43,2
15 March 306 000 44,0
19 March 232 000 44,2
20 March 220 000 43,2
22 March 70 000 43,2
Pursuant to the above acquisitions, Finstone beneficially, directly or
indirectly, holds a total of 246 249 099 Marcorp Shares, or 72,9% of the
issued ordinary share capital of Marcorp. In addition, as disclosed in the
Marcorp Scheme Circular, Finstone has entered into agreements with specific
shareholders in terms of which it will acquire their shares, totalling 31
487 310 Marcorp Shares, at 45 cents per Marcorp Share, should the Marcorp
Scheme not be implemented. Should these Marcorp Shares be acquired by
Finstone, Finstone will hold 277 736 409 Marcorp Shares, or 82,2% of
Marcorp's issued share capital.
3. Offer for Shares should the Scheme/s fail
At the request of the Securities Regulation Panel, it has been agreed that,
should either or both of the Schemes not be approved, Finstone will make an
offer or will procure that an offer is made to all shareholders of Marhold
and Marcorp who attended the relevant scheme meetings in person or by proxy
and voted in favour of the relevant scheme/s, at the same price at which the
Schemes were proposed, i.e. 45 cents per Marcorp Share and 23,5 cents per
Marhold Share.
Johannesburg
25 March 2002
Investment bank
Nedcor Investment Bank
Legal Advisors
Webber Wentzel Bowens
Sponsor
LPC Manhattan Sponsors (Pty) Ltd
(Registration number 1999/024792/07)
