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Imperial Holdings Limited
(Registration number 1946/021048/06)
("Imperial")
Share Code: IPL
ISIN Code: ZAE000003620
ImperiLog Limited
(Registration number 1913/001284/06)
("ImperiLog")
Share Code: IPG
ISIN Code: ZAE000024006
Offer by Imperial to minority shareholders of Imperilog : Further extension
of the closing date of the offer
In terms of an announcement published on 24 December 2001, 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. The offer is subject to the condition precedent that approval is
obtained from the Competition authorities and Imperilog shareholders are
advised that an announcement will be made once the offer becomes
unconditional. An announcement setting out the salient dates of the offer
was published on 31 January 2002 and announcements extending the closing
date of the offer were published on 1 March and 15 March 2002.
Shareholders are advised that the Competition Commission has recommended
that the Competition Tribunal grant approval without conditions. We expect a
decision to be made shortly in this regard and it has thus become necessary
to again extend the closing date of the offer from Thursday, 2 May 2002 to
Wednesday, 15 May 2002. Any amendment to these dates will be published at
the time of announcing the unconditionality of the offer or otherwise.
Accordingly, salient dates of the offer as announced in the press on 15
March 2002, have changed as follows:
Salient dates 2002
Offer opens (09h00) Thursday, 31
January
*Last day to trade Wednesday, 8
May
Shares listed ex offer on the JSE Securities Thursday, 9 May
Exchange South Africa ("the JSE")
Record date Wednesday, 15
May
**Offer closes (15h00) Wednesday, 15
May
Results of the offer announced in the press Friday, 17 May
on or about
Imperial reserves the right to invoke the
provisions of section 440K of the Companies
Act 1973 as amended ("the Act") if 90% or
more acceptances are received in respect of
the offer shares in which case:
Listing of ImperiLog shares will be Monday, 20 May
suspended on the JSE from the commencement of
business on
Notice in terms of section 440K of the Monday, 20 May
Act, will be posted to ImperiLog shareholders
who have not accepted the offer on
Listing of ImperiLog terminated on the Friday, 5 July
JSE subject to no application being made to
Court, at the close of business on
*Assuming that the offer has been declared unconditional by Tuesday, 30
April 2002. Share certificates may not be de-materialised and re-
materialised between Thursday, 2 May and Wednesday, 15 May 2002 (both dates
inclusive).
**Dematerialised shareholders are required to notify their duly appointed
CSDP or broker of their acceptance of the offer in the manner and time
stipulated in the agreement governing the relationship between the
shareholder and his/her CSDP or broker.
Imperial will issue cheques or make payment by electronic transfer of
amounts due to the ImperiLog shareholders pursuant to receipt by the
transfer secretaries of 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 dematerialised shareholder and his CSDP or broker.
The ImperiLog documents of title surrendered by those ImperiLog shareholders
who have already accepted the offer are being held in trust by ImperiLog's
transfer secretaries, Mercantile Registrars Limited until the conditions
precedent have been met. Imperilog shareholders may continue to surrender
any documents of title during the period of the extension, in accordance
with the procedure set out in the offer document dated 31 January 2002.
Edenvale
19 April 2002
Sponsor to Imperial
Merrill Lynch
Independent adviser to ImperiLog shareholders
BDO Spencer Steward (Jhb) Inc.
Financial Adviser to Imperial
Imperial Bank
Investment Bank and Sponsor to ImperiLog
Nedcor Investment Bank
Attorneys to Imperial and ImperiLog
Moss Morris Attorneys Inc.
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