| Fri 17 Jan 2003, 11:08 | | ISCOR LIMITED - THE CONDITIONAL PARTIAL OFFER BY L |
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ISCOR LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1989/002164/06)
Share code: ISC ISIN number: ZAE000037453)
("Iscor" or "the company")
THE CONDITIONAL PARTIAL OFFER BY LNM HOLDINGS N.V. TO ISCOR MINORITY
SHAREHOLDERS
1. Introduction
Iscor shareholders are referred to the announcements published in the press:
- on 3 December 2002 in which LNM Holdings N.V. ("LNM") announced its intention
to acquire a further 12,19% of the issued share capital of Iscor, equivalent to
18,7% of the shares of all Iscor shareholders` other than LNM, its nominees, its
associates and parties acting in concert with LNM ("Iscor minority
shareholders"), for a cash consideration of R30.00 per share, subject to the
fulfilment or waiver (as applicable) of the conditions precedent set out in the
offer circular posted to Iscor minority shareholders on 6 December 2002 ("the
partial offer");
- on 20 December 2002 relating to the response of the board of directors of
Iscor ("the Iscor board") to the partial offer which response was included in
the circular posted to Iscor shareholders on 20 December 2002 ("the circular");
an
- today, 17 January 2003, in which LNM stated its firm intention to maintain a
liquid market in Iscor shares.
2. The new voluntary offer threshold
2.1 Pursuant to the intention by LNM to maintain a liquid market in Iscor
shares, LNM has committed to extend a voluntary offer to all Iscor minority
shareholders, to acquire from such shareholders their Iscor shares, should its
holding of Iscor shares reach 60% of the issued share capital of Iscor ("the 60%
threshold"). The new voluntary offer would be made in accordance with the
provisions of Rule 8 of the Securities Regulation Panel Code on Take-overs and
Mergers ("the Code"). The terms of the new voluntary offer, including the price
at which the voluntary offer would be extended to Iscor minority shareholders,
would be determined as at the date of that offer.
2.2 If LNM were to acquire more than 50% of the issued share capital of Iscor,
there would be no mandatory requirement under the Code for LNM to make the new
voluntary offer due solely to it thereafter reaching the 60% threshold. Any new
voluntary offer is and will, at all times, be conditional upon the partial offer
becoming unconditional and LNM having attained the 60% threshold. LNM has
further stated that it makes no representation that it will, or will not seek
to, achieve this level of shareholding.
3. Notice of general meeting
Iscor shareholders are reminded that a general meeting of Iscor minority
shareholders will be held in the Auditorium, Iscor Corporate Centre, Roger
Dyason Road, Pretoria West at 14h00 on Wednesday, 22 January 2003 to consider
and, if deemed fit, approve an ordinary resolution to waive the requirement for
LNM to make a mandatory offer to Iscor minority shareholders as a result of the
acquisition pursuant to the partial offer of such number of Iscor shares as
shall constitute LNM the holder of more than 35% but not more than 50% of the
issued share capital of Iscor.
Should any Iscor minority shareholders have any questions relating to the
general meeting, require assistance in completing the form of proxy included in
the circular, require assistance in accepting the partial offer or have any
other questions they are encouraged to make use of the toll free Iscor ShareCare
Line on 0800 006 960 (or +27 11 775 3420 if calling from outside South Africa).
Pretoria
17 January 2003
Merchant bank and Corporate law Sponsor
independent adviser advisers
Investec Bank Limited Jowell Glyn & Marais Investec Bank
Inc. Limited
CLS Consulting
Services
Date: 17/01/2003 10:33:12 AM Produced by the JSE SENS Department
