| Thu 30 Jan 2003, 10:42 | | ISCOR LIMITED |
|
ISCOR LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1989/002164/06))
Share code: ISC ISIN: ZAE000037453
("Iscor" or "the company")
LNM HOLDINGS N.V.`S REVISED PARTIAL OFFER FOR 12,19% OF THE ISSUED SHARE CAPITAL
OF ISCOR
1. Introduction
On 6 December 2002 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 held by 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 per share ("the partial offer"),
the details of which are set out in the circular posted to Iscor shareholders on
6 December 2002 ("the partial offer circular").
2. The revised partial offer
Iscor shareholders are referred to the announcement published by LNM in the
press on 29 January 2003 in which LNM revised the terms of the partial offer
("the revised partial offer announcement") by, inter-alia,
- increasing the cash consideration from R30 cum dividend to R33 cum dividend
per Iscor share; and
- committing to extend a voluntary offer to acquire all the Iscor shares of
the Iscor minority shareholders should LNM`s holding of Iscor shares reach 60%
of issued share capital of Iscor
(collectively "the revised partial offer"),
full details of which are expected to be set out in a further circular to be
posted to Iscor shareholders by LNM on or about Friday, 31 January 2003 ("the
revised partial offer circular").
In order to fully appreciate the terms and conditions of the revised partial
offer, Iscor minority shareholders are advised to read the revised partial offer
announcement together with the partial offer circular as amended by the revised
partial offer circular.
3. The adjourned general meeting and revised salient dates
As announced on 23 January 2003, the general meeting of Iscor minority
shareholders on 22 January 2003 was adjourned to 14h00 on Wednesday, 12 February
2003 to be held in the Auditorium, Iscor Corporate Centre, Roger Dyason Road,
Pretoria West ("the adjourned general meeting").
The purpose of the adjourned general meeting is to consider the ordinary
resolution to waive the requirement for LNM to extend a mandatory offer to Iscor
minority shareholders as a result of the partial offer which, if implemented,
shall constitute LNM the holder of more than 35% but not more than 50% of the
issued share capital of Iscor ("the waiver resolution").
As a consequence of the adjournment, LNM published revised salient dates of
the partial offer in the press on Monday, 27 January 2003, which dates are also
set out in the revised partial offer announcement.
4. Further documentation
Further proxy forms for the adjourned general meeting, shall be posted to
Iscor shareholders on or about Friday, 31 January 2003. The new forms of proxy
will be posted for the following reasons:
- to provide Iscor minority shareholders with an opportunity to vote in
respect of the waiver resolution should they not already have done so; or
- to provide Iscor minority shareholders with an opportunity, should they so
wish, to recast their votes in respect of the waiver resolution.
Where Iscor minority shareholders have already submitted forms of proxy, these
shall remain valid unless a new form of proxy is received by no later than 14h00
on Monday, 10 February 2003.
Should any Iscor minority shareholders require proxy forms for the adjourned
general meeting, have any questions or require assistance, 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
30 January 2003
Merchant bank and independent adviser
Investec Corporate Finance
Investec Bank Limited
(Registration number 1969/004763/06)
Corporate law advisers
Jowell, Glyn & Marais Inc
CLS Consulting Services (Pty) Ltd
Sponsor
Investec Bank Limited
(Registration number 1969/004763/06)
Date: 30/01/2003 08:41:11 AM Produced by the JSE SENS Department
