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Results of the offer by Imperial to the minority ordinary shareholders of
ImperiLog
Imperial Holdings Limited ImperiLog Limited
(Registration number (Registration number
1946/021048/06) 1913/001284/06)
("Imperial") ("ImperiLog")
ISIN Code: ZAE000003620 ISIN Code: ZAE000024006
Share Code: IPL Share Code: IPG
Introduction
Shareholders are referred to the announcement on Monday, 24th December 2001,
in which it was stated that the board of directors of Imperial had resolved
that Imperial would make a conditional offer to the ordinary shareholders of
ImperiLog other than Imperial ("the Imperilog shareholders"), to acquire
their ordinary shares in ImperiLog.
The offer
An announcement stating that the offer had been declared unconditional and
would close at 15h00 on Wednesday, 15 May 2002 was published in the press on
26 April 2002. The total number of acceptances received for the offer was
28,877,662 Imperilog ordinary shares representing 92.7% of the offer shares.
Prior to commencement of the offer, Imperial held 54,133,862 Imperilog
ordinary shares representing 53.1% of Imperilog`s issued ordinary share
capital. Imperial now intends acquiring the remainder of the shares held by
ImperiLog shareholders who did not accept the offer in terms of section
440K(1)(a) of the Companies Act, 1973 (Act 61 of 1973), as amended ("the
Act"). The notice in terms of section 440K(1) of the Act will be posted on
Monday, 20 May 2002 to those Imperilog shareholders who did not accept the
offer.
Surrender of Shares
If they have not already done so, Imperilog shareholders are requested to
surrender their document(s) of title in respect of their Imperilog ordinary
shares.
Imperial will issue cheques or make payment by electronic transfer of
amounts due to the Imperilog shareholders who lodge properly completed forms
of surrender, together with relevant document(s) of title, within seven days
of receipt by the transfer secretaries of the relevant form of surrender,
together with the requisite document(s) of title. 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.
Instruments of transfer signed by Imperial will be submitted to Imperilog in
terms of section 440K(2) of the Act in respect of those Imperilog
shareholders who do not surrender their document(s) of title ("the remaining
Imperilog shareholders") within seven days of the later of the expiry of the
notice or the dismissal of any application to the Court made in terms of
section 440K(1) of the Act.
Thereafter the ordinary shares of the remaining Imperilog shareholders will
be transferred to Imperial. The cash consideration of 180 cents per share in
respect of the shares of the remaining Imperilog shareholders so
transferred, will be held in trust by Imperilog in a non-interest bearing
account, for the benefit of the remaining Imperilog shareholders entitled
thereto, pending the surrender of their document(s) of title, or the waiver
by Imperial of the requirements to deliver such documents.
Listing of Imperilog
The listing of ImperiLog ordinary shares on the JSE Securities Exchange
South Africa ("the JSE") will be suspended with effect from the commencement
of business on Monday, 20 May 2002. The listing of ImperiLog ordinary
shares on the JSE will be terminated with effect from the commencement of
business on Friday, 5 July 2002.
16 May 2002
Sponsor to Imperial Independent adviser to ImperiLog shareholders
Merrill Lynch BDO Spencer Steward (Jhb) Inc.
Financial Adviser to Imperial Investment bank and sponsor to ImperiLog
Imperial Bank Nedcor Investment Bank
Attorneys to Imperial and ImperiLog
Moss Morris Attorneys Inc.
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