| Wed 19 Jun 2002, 0:00 | | Datamirror/ Boe Merchant Bank Limited - Datamirror |
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Datamirror/ BoE Merchant Bank Limited - Datamirror Closure Of Offer To Idion
Shareholders
DataMirror Corporation BoE Merchant Bank Limited
(a division of BoE Bank Limited)
NOTICE BY BoE MERCHANT BANK, FOR AND ON BEHALF OF 1512630 ONTARIO INC.
("DATAMIRROR"), A WHOLLY OWNED SUBSIDIARY OF DATAMIRROR CORPORATION TO IDION
TECHNOLOGY HOLDINGS LIMITED ("IDION") SHAREHOLDERS OF THE CLOSING DATE FOR
ACCEPTANCE OF THE FINAL INCREASED CASH OFFER BY DATAMIRROR
DATAMIRROR OFFER TO CLOSE
With reference to the notice to Idion shareholders issued by BoE Merchant
Bank on Tuesday, 28 May 2002 declaring the final increased cash offer of
R1,80 per ordinary Idion share unconditional in terms of the Securities
Regulation Panel`s Code on Takeovers and Mergers ("the SRP Code"), BoE
Merchant Bank is authorised to announce that Idion shareholders are hereby
given the requisite 14 (fourteen) days notice in terms of the SRP Code that
the final increased cash offer shall close for acceptances at midnight on
Thursday, 4 July 2002 ("the Closing Date").
Idion shareholders who have any queries concerning the closing of the offer
for acceptances by DataMirror may contact DataMirror`s appointed Information
Agents, Georgeson Shareholder Communications on the following toll free
helpline: 0800 202 360.
FINAL OPPORTUNITY TO ACCEPT THE FINAL INCREASED CASH OFFER
Shareholders are reminded that pursuant the closing of the final increased
cash offer on the Closing Date, shareholders will not be entitled to accept
the offer and surrender their Idion shares in exchange for the cash
consideration of R1,80. In terms of the SRP Code, DataMirror will not be
entitled to make another formal offer for the shares of Idion for a period
of 12 months from the Closing Date. DataMirror will in terms of the SRP Code
also be restricted in its ability to acquire shares in the market up to a
maximum of 4,99% of the issued share capital in Idion during the 12 month
period following the Closing Date, should DataMirror shareholding at the
closing date of the offer be between 35% and 50% of the issued share capital
of Idion.
Accordingly shareholders who wish to accept the final increased cash offer
are urged to ensure that they submit valid acceptances of the DataMirror
cash offer in accordance with the procedures detailed in the offer document
prior to the Closing Date. If a shareholder has any doubt as to the
procedure to follow to ensure a valid acceptance of the offer, they should
contact their professional adviser or the information agent as set out in
1.2 above.
OFFER PERIOD
The final increased cash offer shall remain open to Idion shareholders who
wish to accept the offer until midnight on the Closing Date. The last date
to trade on the JSE for shareholders who wish to be eligible to accept the
final increased cash offer will be Thursday, 27 June 2002. The offer
consideration shall be posted or transferred within 5 (five) business days
of the earlier of the Closing Date or receipt of documents of title and the
form of acceptance, or advice received by Idion shareholders` CSDP`s or
brokers, as the case may be, of acceptance of the final increased cash
offer.
ENTITLEMENTS AND LEVELS OF ACCEPTANCES
As at 25 March 2002, being the latest date prior to the commencement of the
offer period, DataMirror held 18 666 521 Idion shares representing 16,58% of
the issued share capital of Idion.
DataMirror has during the offer period acquired 21 229 431 Idion shares from
large instutional shareholders and through the open market, representing
18,9% of the issued share capital of Idion.
As at 18 June 2002 , being the latest date prior to the issue of this
notice, DataMirror has received acceptances in respect of 2 769 229 Idion
shares in terms of the original offer, the revised offer and/or the final
increased cash offer, which number includes the acceptance of 1 119 000
shares by various individuals and entities in Vlok family, which acceptances
are disputed ("the diputed acceptances") and are currently sub judice.
As at 18 June 2001 being the latest date prior to the issue of this notice,
DataMirror accordingly held 42 665 181 Idion shares, which amounts to 37,9%
of the issued share capital of Idion (which number includes the 1 119 000 or
1% of disputed acceptances).
JOHANNESBURG TORONTO
19 June 2002 19 June 2002
Lead Corporate Advisor Stock Broker
BoE Merchant Bank BoE Securities
Joint Corporate Advisor
RiverBank Corporate
Finance Limited
Legal Advisors Public Relations Company
Cliffe Dekker Inc. Brunswick
Information Agent
Georgeson Shareholder
Date: 19/06/2002 05:11:53 PM Produced by the SENS Department
