Amlac - Delisting Announcement And Further Caution
Amlac Limited
(Incorporated in the Republic of South Africa)
(Registration No 1995/008727/06)
("Amlac")
JSE Code: ALC ISIN No: ZAE0000111821
DELISTING ANNOUNCEMENT AND FURTHER CAUTIONARY
Background
Shareholders are referred to the press announcements of 7 and 26 February,
and 5 March 2002 regarding a Memorandum Of Understanding entered into on
Saturday 2 March 2002 in Indonesia.
Rationale for Delisting
Notwithstanding the potential benefits such agreement may bring Amlac and
Southern Africa, the directors of Amlac are of the opinion that there
appears to be little justification for the continued listing of Amlac given
that:
the current sentiment amongst institutional investors and media commentators
towards smaller quoted companies on the JSE is disappointingly negative; and
the costs associated with maintaining a listing on the JSE are exceptionally
high.
Accordingly, the board of directors of Amlac resolved to propose to Amlac
shareholders that the directors be authorised to apply to the Listings
Committee of the JSE for the voluntary termination of Amlac's listing on the
JSE, subject to the fulfilment of the following conditions precedent:
a 50% majority of votes of all Amlac shareholders, excluding controlling
shareholders, their associates or any party acting in concert with them, if
any, being cast in favour of the delisting resolution in general meeting;
and
the JSE granting such approvals as are necessary to finally effect the
delisting.
Cash Exit Underpin
The Goodwill Trust, the controlling shareholder of Amlac, has undertaken to
extend an unconditional cash exit underpin to minority shareholders of Amlac
who do not wish to participate in the benefits of the proposed Indonesian
transactions and who may no longer wish to be invested in Amlac.
The cash exit underpin has been set at 50 cents per share, being the 30 day
weighted average price of 1 Amlac share, plus a premium of 30%.
The Goodwill Trust will not invoke the provisions of Section 440K of the
Companies Act.
Further cautionary
Shareholders are advised to continue to exercise caution in their dealings
in the shares of Amlac.
Corporate Adviser and Sponsor
The Janus Corporation (Pty) Ltd
Attorneys to Amlac Limited
Melamed & Hurwitz Inc
Reporting accountant
Beinash & Co
Chartered Accountants SA
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