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Iscor Limited - Announcement By LNM Holdings NV Of A Firm Intention To Make A
Conditional Partial Offer To Iscor Shareholders And Cautionary Announcement
ISCOR LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1989/002164/06)
(Share code: ISC ISIN number: ZAE000022729)
("Iscor")
ANNOUNCEMENT BY LNM HOLDINGS NV OF A FIRM INTENTION TO MAKE A CONDITIONAL
PARTIAL OFFER TO ISCOR SHAREHOLDERS AND CAUTIONARY ANNOUNCEMENT
Iscor shareholders are referred to the announcement published today by LNM
Holdings NV ("LNM"), stating its firm intention to make a conditional partial
offer to all Iscor shareholders other than LNM ("the minority shareholders") to
acquire a portion of their Iscor shares ("the LNM partial offer").
LNM currently holds 34,81% of the issued share capital of Iscor. In terms of the
LNM partial offer, LNM intends to acquire up to a further 12,19% of the issued
share capital of Iscor, which is equivalent to 18,70% of the shares held by the
minority shareholders, at a price of R30 per Iscor share. The LNM partial offer
must be approved by the minority shareholders in terms of the Securities
Regulation Code on Takeovers and Mergers. Should the LNM partial offer be fully
implemented, LNM will hold 47% of the issued share capital of Iscor.
Pursuant to the Business Assistance Agreement entered into between Iscor and
LNM, Iscor will issue between 5% and 10% of its issued share capital to LNM over
the three year period ending on 31 December 2004 (with a maximum annual award of
4,9%) if certain specified costs savings are achieved.
The Board of Directors of Iscor ("the Board") has appointed Investec Bank
Limited to advise the Board on the terms of the LNM partial offer and the
effects on the minority shareholders. The members of the Board other than those
representing LNM ("the independent Board members") will in due course advise the
minority shareholders of their opinion of the LNM partial offer and their
recommendation on how the minority shareholders should react to the LNM partial
offer.
Until such time as the Board has received the advice of its independent advisers
and the independent Board members have made their recommendation on the LNM
partial offer, the minority shareholders are advised to exercise caution when
dealing in their Iscor shares.
ShareCare Line:
Iscor shareholders are invited to contact the Iscor ShareCare Line should they
require further information on 0800 006960 or, if they are calling from outside
the Republic of South Africa, on +27 11 775 3420.
Pretoria
3 December 2002
Merchant bank and Corporate law Sponsor to
independent adviser advisers to Iscor Iscor
to Iscor
Investec Bank Limited Jowell Glyn & Marais Investec Bank
Inc. Limited
CLS Consulting
Services (Pty) Ltd
Date: 03/12/2002 12:21:25 PM Produced by the JSE SENS Department
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