| Tue 30 Apr 2002, 0:00 | | Profurn Limited - Terms And Amended Salient Dates |
|
PROFURN LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1968/015363/06)
Share code: PON
ISIN: ZAE000016481
("Profurn")
TERMS AND AMENDED SALIENT DATES OF RIGHTS OFFER
Terms of rights offer
Shareholders were advised on 11 March 2002 that Profurn would raise
R600 million, before expenses, by way of a renounceable rights offer of
consolidated shares ("rights offer shares").
The rights offer will consist of 214 201 320 consolidated shares at a
subscription price of 280 cents per share which will be offered to
shareholders in the ratio of 372 rights offer shares for every 100
consolidated shares held on Tuesday, 21 May 2002.
FNB Corporate ("the underwriter") has agreed to fully underwrite the rights
offer subject to certain conditions, all of which have been fulfilled at the
date hereof, save for the approval by the Competition Tribunal. Should the
rights offer result in a change of control of Profurn, it would be a
notifiable transaction in terms of section 12 of the Competition Act (Act 89
of 1998), as amended, and would require approval by the Competition
Tribunal. In the unlikely event of the Competition Tribunal not approving
the possible acquisition of a controlling interest in Profurn by the
underwriter, the underwriting agreement will lapse. A submission has been
made to the Competition Tribunal and a ruling is anticipated on or before
Tuesday, 4 June 2002, by which date shareholders will be advised of the
outcome.
Listing of rights offer shares and letters of allocation
The JSE Securities Exchange South Africa ("the JSE"), the Namibian Stock
Exchange and the Botswana Stock Exchange ("the exchanges") have agreed to
the listing of up to:
-214 201 320 renounceable (nil paid) letters of allocation to be issued
pursuant to the rights offer ("letters of allocation"); and
-214 201 320 new consolidated ordinary shares to be issued in terms of the
rights offer.
Issue of letters of allocation in dematerialised form
Profurn will issue all letters of allocation in dematerialised form and the
electronic record in respect of certificated shareholders will be maintained
by Mercantile Nominees (Pty) Ltd (a subsidiary of Computershare Services
Ltd) ("Mercantile Nominees"). This will make it possible for certificated
shareholders to enjoy the same rights and opportunities as those
shareholders who have already dematerialised their Profurn shares. Profurn
will issue each certificated shareholder with a form of offer and
instruction in respect of a letter of allocation reflecting the number of
rights offer 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 offer shares should be sold, renounced or taken-up.
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 offer shares
allocated to them automatically credited to their custody account by their
appointed Central Securities Depository Participant (`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 offer shares.
The amended salient dates and times of the rights offer are as follows:
2002
Last day to trade on STRATE in order to
qualify to participate in the rights offer Tuesday, 14 May
(cum settlement) on
Ex rights date - ordinary shares trade ex Wednesday, 15 May
rights offer on
Listing of letters of allocation (based on Wednesday, 15 May
the consolidated position) from the
commencement of business on
Record date for the rights offer on Tuesday, 21 May
Circular and form of offer and instruction
posted to certificated shareholders Wednesday,
recorded in the relevant share register at 22 May
the record date on
Certificated shareholders will have their Wednesday,22 May
entitlement credited to a share custody
account at Mercantile Nominees on
Circular and rights entitlements issued to
CSDP or broker of dematerialised Wednesday, 22 May
shareholders on
RIGHTS OFFER OPENS AT 09:00 ON Wednesday, 22 May
Last day for trading in letters of
allocation in order to be settled by 17:00 Tuesday, 4 June
on Tuesday, 11 June 2002
Announce Competition Tribunal ruling on or Tuesday, 4 June
before
RIGHTS OFFER CLOSES AT 14:30 AND PAYMENT Tuesday, 11 June
TO BE MADE BY CERTIFICATED SHAREHOLDERS ON
Record date for letters of allocation on Tuesday, 11 June
Listing of rights offer shares commences Wednesday,
on 12 June
Entitlements in terms of the rights offer Wednesday,
available on 12 June
Results of the rights offer published in Wednesday,
the press and on SENS on or about 12 June
Share certificates issued (in terms of the
rights offer) for shareholders that
requested share certificates, safe custody
accounts for dematerialised shareholders Wednesday,
credited with their CSDP or broker and 12 June
statements issued to dematerialised
shareholders on
Notes:
(i) No dematerialisation or rematerialisation orders for
Profurn shares may be processed between Wednesday, 8 May 2002
and Tuesday, 21 May 2002, both days inclusive.
(ii) The above dates and times are subject to change. Any
such change will be announced in the press and on SENS. All
times referred to in this circular are South African times.
(iii) Profurn's primary listing is on the JSE with dual
listings on the Botswana Stock Exchange and the Namibian
Stock Exchange.
Posting and inspection of documents
Forms of offer and instruction and the circular giving full details of the
rights offer will be posted to certificated shareholders on Wednesday,
22 May 2002 and to those dematerialised shareholders who have indicated that
they wish to receive circulars.
The accounts of dematerialised shareholders with CSDP's or their broker will
be credited with the rights entitlements on Wednesday, 22 May 2002.
English copies of the circular and form of offer and instruction may be
inspected from Wednesday, 22 May 2002 until Tuesday 11 June 2002 during
normal business hours (Saturdays, Sundays and public holidays excluded) at
the following addresses:
-the registered office of Profurn, 8th Floor, Profurn House, 66 de Korte
Street, Braamfontein;
-Grant Thornton Kessel Feinstein Corporate Sponsors (Pty) Ltd, 137 Daisy
Street, Corner Grayston Drive, Sandown; and
-PSG Investment Bank Limited, 3rd Floor, 160 Jan Smuts Avenue, Rosebank.
Johannesburg
30 April 2002
Sponsor
-
GRANT THORNTON KESSEL
FEINSTEIN
CORPORATE SPONSORS
(PTY) LTD
(Registration number
2000/003541/07)
