| Wed 12 Feb 2003, 17:31 | | Mandatory Announcement and Cautionary |
|
(Incorporated in the Republic of South Africa)
(Registration number 1988/000139/06)
Share code: SJL ISIN: ZAE000009965
("S&J" or "the Company")
ANNOUNCEMENT REGARDING THE EXTENSION OF THE MANDATORY OFFER AND CAUTIONARY
ANNOUNCEMENT
Introduction
S&J shareholders are referred to the circular dated 29 January 2003,
pertaining to a mandatory offer to S&J shareholders and the proposed delisting
of the Company`s listing on the JSE Securities Exchange South Africa ("the
circular").
The general meeting to consider the proposed delisting is to be held at 10:00
on Thursday, 13 February 2003.
In the past week the board of directors of the Company has been approached by
a party who has expressed an interest in S&J ("the approach"), but only on the
basis that the Company is not delisted.
The outcome of the approach could involve, inter alia, a higher offer
consideration than the 39,4 cents per share (including interest of 1,4 cents per
share), which is being offered in terms of the mandatory offer contained in the
circular ("the mandatory offer").
Extension of the mandatory offer
As a consequence of the approach, the closing date of the mandatory offer,
which opened at 09:00 on Wednesday, 29 January 2003, will be extended for a
month and will close at 16:00 on Friday, 28 March 2003, instead of Friday, 28
February 2003. The share repurchase option and record dates are also accordingly
extended to Friday, 28 March 2003.The last day to trade in order to participate
in the offer and the share repurchase option will be Thursday, 20 March 2003.
The results of the offer will be announced on SENS on Monday, 31 March 2003,
and if applicable a circular containing a notice in terms of Section 440K of the
Companies Act, 1973 (Act 61 of 1973), as amended, ("Section 440K"), will be
mailed on that date. The compulsory acquisition of S&J shares in terms of
Section 440K would become effective on Friday, 16 May 2003.
Shareholders who have, however, accepted the offer by the close of
business on Tuesday, 11 February 2003, the last business day prior to the
publication of this announcement ("Tuesday, 11 February"), are entitled, should
they so desire, to rescind their acceptance of the offer on the basis of the
information contained herein. The offeror has agreed to this recision
notwithstanding paragraph 3.6.3 of the circular, which states that acceptances
of the offer are irrevocable and may not be withdrawn.
Certificated shareholders who have accepted the offer by Tuesday,11 February,
should notify the transfer secretaries, Computershare Investor Services Limited,
70 Marshall Street Johannesburg, 2001, (PO Box 61051 Marshalltown, 2107), or
telephonically on (011) 370-5000, of their decision to rescind their acceptance
of the offer. Any costs involved in reversing the payment of the offer
consideration and the returning of the documents of title will be borne by the
Company.
Similarly, dematerialised shareholders who have accepted the offer by Tuesday
11 February, must notify their CSDP or broker should they wish to rescind their
acceptance of the offer and the costs pertaining thereto will be borne by the
Company.
Shareholders who accept the mandatory offer, or have not rescinded their
acceptance of the offer as set out above, are reminded that they will not be
entitled to participate in any other offer by a third party.
Cautionary announcement
S&J shareholders are accordingly advised to exercise caution in dealing in
their S&J shares until such time as a further announcement regarding the
approach is made.
Bryanston
12 February 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)
Date: 12/02/2003 05:24:52 PM Produced by the JSE SENS Department
