| Tue 28 Jan 2003, 17:30 | | Salient Dates Announcement Pertaining To The Manda |
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(Incorporated in the Republic of South Africa)
(Registration number 1988/000139/06)
(Share code: SJL ISIN: ZAE000009965)
("S&J" or "the Company")
SALIENT DATES ANNOUNCEMENT PERTAINING TO THE MANDATORY OFFER AND THE PROPOSAL TO
DELIST THE COMPANY FROM THE JSE SECURITIES EXCHANGE SOUTH AFRICA ("the JSE")
Further to the announcement dated 19 November 2002, which set out the terms of
the mandatory offer to S&J shareholders ("the offer") and the reasons for the
proposed delisting of the Company from the JSE ("the delisting"), a circular
pertaining thereto, incorporating a notice convening a general meeting to
consider and approve the delisting, will be mailed to shareholders on Wednesday,
29 January 2003.
The salient dates and times pertaining to the offer and the proposed delisting
are as follows:
2003
Offer opens at 09:00 and circular posted on Wednesday, 29 January
Last day for receipt of forms of proxy in respect of
the general meeting by 10:00 on Tuesday,11 February
General meeting to be held at 10:00 on Thursday, 13 February
Announce the results of the general meeting on SENS on Thursday, 13 February
Announce the results of the general meeting in the
press on Friday, 14 February
Last day to trade in order to participate in the
offer and the share repurchase option on Friday, 21 February
Suspension of S&J`s listing on the JSE with effect
from the commencement of trading on Monday, 24 February
Record date to participate in the offer and the share
repurchase option on Friday, 28 February
Offer closes at 16:00 (see Notes 4 and 5 below in
this regard) on Friday, 28 February
Announce the results of the offer and the share
repurchase option on SENS on Monday, 3 March
Posting of second circular (if applicable) incorporating
a notice in terms of Section 440K of the Companies Act, 1973
(Act 61 of 1973), as amended ("the Act"), to shareholders
who have not accepted the offer on Monday, 3 March
Termination of S&J`s listing on the JSE with effect from
the commencement of trading on Tuesday, 4 March
Announce results of the offer and the share repurchase
option in the press on Tuesday, 4 March
Issue of share certificates in the delisted S&J to the
Central Securities Depository Participant ("CSDP") or
broker of dematerialised shareholders who either did not
accept or partially accepted the offer as well as to
shareholders who elected to repurchase shares in terms
of the share repurchase option on or about Wednesday, 5 March
Compulsory acquisition of S&J shares becomes effective on Tuesday,15 April
Notes:
1. The above stated dates and times are subject to change. Any such change will
be published on SENS and in the press.
2. S&J shareholders should note that settlement for trades takes place five
business days after the date of trade. Accordingly, S&J shareholders who acquire
S&J shares after the last day to trade in S&J shares, being Monday, 3 February
2003 (in order to be recorded in the register as a shareholder by Monday, 10
February 2003), will not be eligible to vote at the general meeting.
3. No dematerialisation of S&J shares will take place after Friday, 21 February
2003.
4. Certificated shareholders who accept the offer by no later than the record
date (closing date of the offer), will receive the offer consideration within
five business days of receipt of their documents of title by the transfer
secretaries. It is recommended, if the documents are posted and not hand
delivered, that these documents are sent by registered post. Cheques in respect
of acceptances of the offer will be posted to the relevant S&J shareholders or
electronic payment will be made depending on the instructions contained in the
completed form of acceptance, surrender and transfer.
5. Dematerialised shareholders are required to notify their duly appointed CSDP
or broker of their acceptance of the offer in the manner and time stipulated in
the agreement with the CSDP or broker. Safe custody accounts held with their
CSDP or broker will be credited and updated within five business days after the
transfer secretaries have received instructions from STRATE, who would in turn
be advised by the CSDP.
6. If, on or prior to the closing date of the offer, the offer has been accepted
by S&J shareholders holding not less than 90% of the offer shares, the offeror
will invoke Section 440K of the Act, to compulsorily acquire the remainder of
the offer shares. In this event and to the extent necessary, the requisite
notice and announcement will be published on SENS and in the press and a second
circular will be mailed to shareholders containing the notice in terms of
Section 440K of the Act.
Bryanston
28 January 2003
Sponsor
LPC Manhattan Sponsors (Pty) Ltd
(Registration number 1999/024792/07)
Independent financial adviser
Grant Thornton Kessel Feinstein
Corporate Finance (Pty) Ltd
(Registration number 2000/002649/07)
Reporting accountants
Grant Thornton Kessel Feinstein
Chartered Accountants (SA)
Accountants, Auditors & Business Advisers
Date: 28/01/2003 05:15:00 PM Produced by the JSE SENS Department
