| Thu 13 Jun 2002, 0:00 | | Illovo Odd-lot Offer |
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Illovo Odd-Lot Offer
ILLOVO SUGAR LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1906/000622/06)
JSE share code: ILV ISIN: ZAE000003547
("Illovo")
ODD-LOT OFFER
1. Introduction
There are currently 2 588 out of 4 282 registered shareholders in Illovo,
being 60% of the total number of shareholders, who hold fewer than 100
shares ("odd-lot holders"). These odd-lot holders hold approximately 68 172
shares which constitutes only 0,02% of the total number of shares in issue.
In order to reduce the substantial recurring costs of administration
connected with this large number of small shareholders, the directors of
Illovo have resolved to propose an odd-lot offer ("odd-lot offer") to
facilitate the reduction in the number of small shareholders in Illovo in an
equitable manner.
2. Odd-lot offer
Odd-lot holders who hold, individually, in aggregate fewer than 100
shares may elect to either:
- purchase sufficient additional shares at R8,13 per share, being the offer
price, to increase their odd-lot holdings to 100 shares; or
- sell their odd-lot holdings at R8,54 per share, being the offer price
plus a 5% premium; or
- retain their odd-lot holdings.
The offer price is R8,13 per share and has been determined by using the
volume weighted average traded price of the shares on the JSE Securities
Exchange South Africa ("JSE") over the five trading days ended Friday, 7
June 2002.
If an odd-lot holder elects to sell his/her shares or does not make an
election, the odd-lot holdings will be sold to either those odd-lot holders
who elect to increase their odd-lot holdings or Illovo, as the case may be.
3. Condition precedent
The implementation of the odd-lot offer is subject to the fulfilment of
the condition precedent that the relevant ordinary and special resolutions,
contained in the notice of annual general meeting included in and forming
part of the 2002 Annual Report, which will be posted together with the
circular referred to in paragraph 8 below, are duly passed and that the
special resolutions are registered by the Registrar of Companies.
4. Salient dates and times
2002
Election period for the odd-lot offer opens on Tuesday, 18 June
Forms of proxy for the annual general meeting of members
to be received by 14:30 on Monday, 15 July
Annual general meeting of members to be held at 14:30 on Wednesday, 17 July
Finalisation announcement published on Thursday, 18 July
Last day to trade in order to participate in the
odd-lot offer on Friday, 26 July
Election period for the odd-lot offer closes on Wednesday, 31 July
Form of election for the odd-lot offer to be received by Wednesday, 31 July
Record date to determine those shareholders entitled to
participate in the odd-lot offer at
the close of business on Friday, 2 August
Implementation of the odd-lot offer takes effect after
close of business on Friday, 2 August
Implementation announcement published on Monday, 5 August
New share certificates (if requested) in respect of
certificated shareholders posted against surrender of
existing documents of title, and safe custody accounts
debited/credited at CSDP/ broker in respect of
dematerialised shareholders, on Monday, 5 August
Cheques or electronic transfers in respect of the sale by
odd-lot holders of odd-lot holdings posted or effected on Monday, 5 August
Notes:
1. The above dates and times are subject to change. Any changes will be
published in the South African press and over SENS.
2. Odd-lot holders who have not dematerialised their shares will not be able
to do so between 22 July 2002 and 2 August 2002, both dates inclusive.
5. Effect on Illovo`s share capital
The potential specific repurchase of shares or issue of new shares for
cash by Illovo as a result of the odd-lot offer will have no material effect
on Illovo`s share capital.
6. Financial effects
The odd-lot offer and the potential specific repurchase or the potential
issue of new shares for cash by Illovo are not expected to have any material
effect on the earnings and headline earnings per share, or on the net asset
value and net tangible asset value per share of Illovo.
7. Confirmation of financial resources
ING Investment Banking has satisfied the JSE that Illovo will have the
necessary resources available to satisfy full acceptance of the odd-lot
offer.
8. Circular
A circular to Illovo shareholders containing details of the odd-lot
offer, a form of election and a form of surrender, will be posted to
shareholders on Tuesday, 18 June 2002 together with the 2002 Annual Report
and notice of annual general meeting.
Mount Edgecombe
14 June 2002
Financial adviser and sponsor
ING Investment Banking
Legal adviser
Garlicke & Bousfield
Date: 13/06/2002 05:15:18 PM Produced by the SENS Department
