| Tue 27 Aug 2002, 0:00 | | Midas - Company Announcement |
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Midas - Company Announcement
MIDAS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1968/002260/06)
(JSE Share code: MDS ISIN: ZAE000004420)
("Midas")
ANNOUNCEMENT REGARDING:
- FULFILMENT OF THE REMAINING CONDITION PRECEDENT TO THE OFFER AND THE
CASH DIVIDEND;
- NOTICE IN TERMS OF SECTION 440K OF THE COMPANIES ACT, 1973 (ACT 61 OF
1973), AS AMENDED ("THE ACT"); AND
- REVISED SALIENT DATES AND TIMES
1. FULFILMENT OF THE REMAINING CONDITION PRECEDENT
Midas shareholders are referred to the circular and announcement dated
Wednesday, 21 August 2002 relating to the conditional offer by Clidet No. 373
(Proprietary) Limited ("Clidet"), a special purpose vehicle backed by Absa
together with certain directors and executive management of Midas, to acquire
the entire issued share capital of Midas for 415 cents per share in cash ("the
offer"), plus a conditional cash dividend of 97 cents per share ("cash
dividend"). The offer and the cash dividend are inter-conditional.
At the close of business on Tuesday, 27 August 2002, the transfer secretaries
had received acceptances of the offer from offerees holding in excess of nine-
tenths of the offer shares. As a result, the offer and the cash dividend are now
unconditional. Shareholders are requested to take note of the revised salient
dates and times relating to the offer and the cash dividend as set out below.
2. THE REVISED SALIENT DATES AND TIMES OF THE PROPOSAL ARE AS FOLLOWS:
2002
Last date to trade on the JSE Securities Exchange
South Africa ("JSE") for shareholders to
receive the cash dividend Tuesday, 27 August
Suspension of listing of Midas shares on the JSE
from commencement of business Wednesday, 28 August
Notice given in terms of section 440K of the Act Wednesday, 28 August
Record date (for purposes of participating in
the cash dividend) Tuesday, 3 September
Offer consideration (see 3 below) Wednesday, 4 September
Cash dividend (see 3 below) Wednesday, 4 September
Closing date Friday, 13 September
Compulsory acquisition of the shares
becomes effective Wednesday, 9 October
Expected date of termination of listing of
Midas shares on the JSE from the commencement
of business Friday, 11 October
Note:
Shares cannot be dematerialised or rematerialised after Tuesday,
27 August 2002.
3. PAYMENT OF OFFER CONSIDERATION AND CASH DIVIDEND
3.1 Certificated shareholders
3.1.1 If a certificated shareholder has accepted the offer in respect of some or
all of his shares and surrendered his documents of title, a cheque in respect of
the offer consideration will be posted to him, or electronically transferred,
depending upon his election, at his risk on Wednesday, 4 September 2002 or upon
receipt of his documents of title by the transfer secretaries, whichever is the
later.
3.1.2 Whether or not a certificated shareholder has accepted the offer in
respect of some or all of his shares, a cheque in respect of the cash dividend
will be posted to him, at his risk, on Wednesday, 4 September 2002.
3.2 Dematerialised shareholders
3.2.1 If a dematerialised shareholder has accepted the offer in respect of some
or all of his holdings, such holdings will be withdrawn from his account at the
Central Securities Depository Participant ("CSDP") or broker and the offer
consideration will be credited to the dematerialised shareholder`s account at
the CSDP or broker, as the case may be, in terms of the custody agreement
entered into between the dematerialised shareholder and his CSDP or broker on
Wednesday,
4 September 2002 or within five business days of receipt of acceptance from the
CSDP or broker, whichever is the later.
3.2.2 Whether or not a dematerialised shareholder has accepted the offer in
respect of some or all of his holdings, the cash dividend will be credited to
the dematerialised shareholder`s account at the CSDP or broker, as the case may
be, by way of electronic funds transfer in terms of the custody agreement
entered into between the dematerialised shareholder and his CSDP or broker, on
Wednesday, 4 September 2002.
3.3 General
The Midas shares of shareholders who have not accepted the offer and, in respect
of certificated shareholders, surrendered their documents of title, on or before
the closing date, will be compulsorily acquired on Wednesday, 9 October 2002
(being six weeks from the date that the offer opened) or, if applicable, the
date of dismissal of any application to the Court made in terms of section
440K(1)(a) of the Act, whichever date is the later. Accordingly, Clidet will
submit instruments of transfer to Midas in terms of section 440K(2) of the Act,
and the Midas shares of such shareholders will be transferred to Clidet. Midas
shall thereafter hold the offer consideration to which certificated Midas
shareholders who have not surrendered their documents of title are entitled in
trust for the benefit of the relevant Midas shareholder, in accordance with
section 440K(4) of the Act.
4. NOTICE IN TERMS OF SECTION 440K OF THE ACT
A circular incorporating a notice in terms of section 440K of the Act, to
compulsorily acquire their shares, will be sent on Wednesday, 28 August 2002 to
the remaining shareholders who have not accepted the offer, which circular
includes a further form of surrender.
Germiston
27 August 2002
Investment bank and sponsor to Midas
Nedcor Investment Bank
Merchant bank to Clidet
ABSA CORPORATE AND MERCHANT BANK
Corporate Finance
(Registration number 1986/004794/06)
Attorneys to Clidet
Cliffe Dekker
Date: 27/08/2002 05:15:06 PM Produced by the JSE SENS Department
