| Thu 25 Jul 2002, 0:00 | | Real Africa Investments Limited - Announcement To |
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REAL AFRICA INVESTMENTS LIMITED - ANNOUNCEMENT TO SHAREHOLDERS
REAL AFRICA INVESTMENTS LIMITED
(Registration number 1994/000398/06)
Share code: RAI
ISIN: ZAE000008710
("RAI")
REVISED TERMS IN RESPECT OF THE DISTRIBUTION OF RAI`S ASSETS, TERMINATION OF
LISTING AND VOLUNTARY WINDING-UP ("THE TRANSACTION")
1. INTRODUCTION
RAI shareholders are advised that the terms of the distribution of the cash
portion of the transaction and the salient dates and times thereof as
announced on 9 July 2002 have been amended, given the application of a
different interpretation of the new capital gains tax ("CGT") legislation
by South African Revenue Services. Consequently, on implementation of the
transaction, a CGT liability presently estimated at R7.2 million will
become payable, the settlement of which will have the effect of reducing
the cash available for distribution to RAI shareholders to 6 cents per RAI
share ("the cash distribution") as opposed to 10 cents per RAI share as
previously announced.
The above amendment will have no effect on the entitlement of RAI
shareholders to 121 Real Africa Holdings Limited ("RAH") shares ("the RAH
shares") for every 100 RAI shares held.
2. REVISED SALIENT DATES AND TIMES
A circular, giving further details of the transaction and incorporating a
notice of the general meeting to be held in the Boardroom, 3 West Street,
Houghton, Johannesburg, 2198 at 10h00 on 26 August 2002, for the purpose of
considering and, if deemed fit, passing, with or without modification, the
resolutions necessary to implement the transaction, will be posted to RAI
shareholders on or about 2 August 2002. The revised salient dates and
times of the transaction are:
2002
Circular and notice of general meeting Friday, 2 August
posted to RAI shareholders on or about
Last day for lodging forms of proxy Thursday, 22 August
for the general meeting of RAI
shareholders (by 10:00)
General meeting of RAI shareholders Monday, 26 August
(at 10:00)
Results of general meeting of RAI Tuesday, 27 August
shareholders published
Last day to trade Friday, 6 September
RAI shares suspended from trading on Monday, 9 September
the JSE Securities Exchange South
Africa ("JSE") at commencement of
trade
RAI shareholders entitled to trade in Monday, 9 September
RAH shares
Record date (shareholders must be Friday, 13 September
recorded in the register of
shareholders by the close of business
(16:00) on this date, or such other
date as may be determined by the board
of directors of RAI and notified in
the press, in order to participate in
the distributions)
Effective date of the RAI Monday, 16 September
distributions
Posting of RAH share certificates or Monday, 16 September
issuing of statements and crediting
the safe custody accounts at the
Central Securities Depository
Participant ("CSDP") or stockbroker,
as appropriate, for the RAH shares
Cheques posted or accounts credited as Monday, 16 September
appropriate, in respect of the cash
distribution.
Listing of RAI shares on the JSE Tuesday, 17 September
terminates at commencement of trade
Cheques posted or accounts credited as Monday, 23 September
appropriate as regards those RAI
shareholders in the United States of
America, Canada, Australia or Japan
that are not entitled to receive the
RAH shares in respect of the proceeds
(cash net of costs) from the sale of
the RAH shares
Notes:
1. RAI shareholders who have not converted their certificated shares ("RAI
certificated shareholders") to an electronic form as uncertificated shares
and been recorded in the sub-register of shareholders maintained by a CSDP
("dematerialisation") will not be allowed to dematerialise or rematerialise
their RAI shares after Friday, 6 September 2002. RAI certificated
shareholders who are entitled to the RAH shares will receive their RAH
shares in certificated form. If RAI shareholders are in any doubt as to
what action to take they are advised to consult their bankers, CSDPs,
stockbrokers, attorneys, legal advisers, accountants or other professional
advisers immediately.
2. The dates and times above are subject to change. Any changes will be
announced on Securities Exchange News Service of the JSE.
Houghton
25 July 2002
Merchant Bank and Sponsor
Standard Corporate and Merchant Bank
(Registration number 1962/000738/06)
(A division of the Standard Bank of South Africa Limited)
Corporate Law Advisers and Consultants
Edward Nathan & Friedland (Pty) Ltd
(Registration number 1999/026464/07)
Date: 25/07/2002 01:40:36 PM Produced by the JSE SENS Department
