| Fri 7 Feb 2003, 9:54 | | President Steyn Gold Mines Limited/Thistle Mining |
|
PRESIDENT STEYN GOLD MINES LIMITED THISTLE MINING INCORPORATED
(Incorporated in the Republic of South Africa) (Incorporated in Yukon,
Canada)
(Registration number 1998/014461/06) ("Thistle")
Share code: PGD; ISIN code: ZAE000026654
("PSGM")
FIRM INTENTION TO MAKE AN OFFER
1. Introduction
Further to the cautionary announcement dated, 24 December 2002, the board of
directors of PSGM ("the board") wishes to advise shareholders that it has
received a firm intention to make an offer ("the offer") from Thistle, a company
listed on the Toronto Stock Exchange and the Alternative Investment Market of
the London Stock Exchange.
2. The offer
2.1 Terms of the offer
Thistle will make an offer to all PSGM shareholders at a cash offer price in
aggregate of R90,6 million, being 18 cents per PSGM ordinary share ("the offer
price"), subject to the suspensive conditions set out in paragraph 2.2 below.
The offer price will bear interest calculated at the 30 day call rate quoted by
The Standard Bank of South Africa Limited from time to time, calculated and
capitalised monthly in arrears from 1 March 2003 until the date of actual
payment of the offer price to PSGM shareholders. Thistle shall pay the offer
price (including interest thereon as set out above) to those PSGM shareholders
who have accepted the offer on the fourth business day after the offer closes.
Shareholders who choose not to accept the offer are referred to paragraph 4
below, which details Thistle`s intention to invoke the provisions of section
440K of the Companies Act, 1973 ("the Act").
The offer shall be made on the basis that PSGM shall declare a dividend ("the
dividend") to PSGM shareholders on or before 28 February 2003. Should the offer
be implemented, the PSGM shares will be sold ex dividend to Thistle. The amount
of the dividend shall be equal to the value of the net current assets of PSGM on
28 February 2003, which amount is estimated to equate to approximately 0,75 cent
per PSGM ordinary share.
2.2 Suspensive conditions
The offer is conditional upon the following suspensive conditions:
- the posting of an offer document (which will include the response document
from the board) to PSGM shareholders ("the offer circular") within thirty days
from the date of this announcement, which document will be subject to the
approval of the JSE Securities Exchange South Africa and the Securities
Regulation Panel ("SRP") to the extent necessary;
- approval of the Competition Commission to the extent necessary on or before
24 April 2003; and
- PSGM shareholders holding at least 90% of the issued share capital of PSGM
irrevocably accepting the offer in writing on or before the date the offer
closes.
2.3 Cash confirmation
The financial adviser to Thistle, First Africa Group Holdings (Pty) Limited, has
confirmed to the SRP that Thistle has sufficient cash resources and/or
facilities at its disposal to satisfy full acceptance of the offer.
3. Irrevocable letters of intent
Thistle has advised the board that it has received irrevocable letters of intent
from PSGM shareholders holding at least 90% of the issued share capital of PSGM,
in terms of which they agree to accept the offer.
4. Section 440K
As Thistle has received irrevocable letters of intent from PSGM shareholders
holding at least 90% of the issued share capital of PSGM as set out in paragraph
3 above, the offer circular will provide for the invoking of the provisions of
section 440K of the Act, to acquire the remainder of the shares in PSGM from
those PSGM shareholders who have not accepted the offer, on the same terms and
conditions as for those shareholders who have accepted the offer. It is the
intention of Thistle to apply for the termination of PSGM`s listing as soon as
practicable should the provisions of section 440K be successfully implemented.
5. Interest in securities
Thistle or any person acting in concert with it does not own or control any
shares in PSGM nor holds any option to acquire any shares in PSGM.
6. Details of arrangements
Save as disclosed in this announcement, no arrangement exists between Thistle,
PSGM or any person acting in concert with them with regard to shares in PSGM.
7. Opinion of the board and recommendation
The board has considered the terms of the offer and, subject to confirmatory
advice received from the independent adviser to be appointed by the board as
required by the SRP, will recommend that PSGM shareholders accept the offer.
8. The offer circular and timing of the offer
The offer circular will be posted to the shareholders within 30 days from the
date of this announcement. A further announcement will be made on the posting
date to inform PSGM shareholders on the timing of the offer.
Johannesburg
7 February 2003
Corporate adviser to PSGM Sponsor to PSGM Attorneys to PSGM
Bishop Corporate Finance Nedbank Corporate Hofmeyr, Herbstein & Gihwala
Financial adviser to Thistle Attorneys to First Africa Group Attorneys to
Thistle
First Africa Group Webber Wentzel Werksmans
Date: 07/02/2003 08:44:00 AM Produced by the JSE SENS Department
