| Fri 14 Feb 2003, 17:11 | | LNM - Revised OFFER DECLARED UNCONDITIONAL |
|
LNM HOLDINGS N.V
Member of THE LNM GROUP
LNM Holdings N.V.
(Incorporated in the Netherlands Antilles)
(Registration number 65443)
("LNM")
Revised OFFER DECLARED UNCONDITIONAL
The revised offer
Shareholders of Iscor Limited ("Iscor") are referred to the revised offer made
by LNM in the revised offer circular dated 31 January 2003 (the "revised offer
circular") pursuant to which LNM revised its original offer to Iscor
shareholders, other than LNM, its nominees, associates and concert parties
("Iscor minority shareholders") by:
- increasing the offer consideration from R30.00 cum dividend to R33.00 cum
dividend of R1.00 per Iscor share; and
- committing to make a voluntary offer to acquire the shares of the Iscor
minority shareholders should LNM`s holdings of Iscor shares reach 60 per cent of
Iscor`s issued share capital,
(the "revised offer").
Iscor shareholders are referred to the results of the Iscor general meeting
held on Wednesday, 12 February 2003, published in the press on Thursday, 13
February 2003, at which the requisite majority of Iscor minority shareholders
approved the waiver of the requirement for LNM to make a mandatory offer under
Rule 8 of the Securities Regulation Code on Takeovers and Mergers.
HSBC is authorised to announce that all conditions attached to the revised
offer as set out in paragraph 6.4 of LNM`s revised offer circular have been
fulfilled or waived as the case may be, and that the revised offer has now been
declared unconditional.
Salient dates
2003
Last Day for Iscor minority shareholders to
trade on the JSE to be eligible to participate
in the revised offer, up to 17:00 Friday, 14 February
Revised offer declared unconditional on Friday, 14 February
Shares will trade ex the revised offer
from commencement of
business on Monday, 17 February
Record date (for purposes of participating
in the revised offer) Friday, 21 February
Revised offer closes, at 16:00 on Friday, 21 February
Expected date of announcement on SENS of
the results of
the revised offer Monday, 24 February
Dematerialised Iscor minority shareholders
will have their account
with their Central Securities
Depository Participant ("CSDP")
or broker credited/updated Monday, 24 February
Cheques issued in respect of those Iscor
minority shareholders
who have accepted the revised offer will
be mailed within three
US business days of the record date for
certificated shareholders Wednesday, 26 February
Notes:
1. Iscor minority shareholders should note that as Iscor is settling in the
STRATE system, settlement of trades takes place five business days after the
date of the trade. Accordingly, Iscor minority shareholders who acquire Iscor
shares after the last day to trade, being Friday, 14 February 2003, will not be
recorded in the register by the record date, being Friday, 21 February 2003, and
such shareholders will therefore not be eligible to participate in the revised
offer.
2. Each Iscor minority shareholder is entitled to accept the revised offer in
respect of its basic entitlement (as that term is defined in the revised offer
circular), as reflected in the Iscor share register on the record date. To the
extent that other Iscor minority shareholders have not tendered all or any part
of their basic entitlements, Iscor minority shareholders may tender Iscor shares
in excess of their respective basic entitlements. In the event that the
aggregate number of shares tendered under the revised offer is greater than the
maximum number (as that term is defined in the revised offer circular), such
excess tenders will be satisfied pro rata in proportion to the aggregate excess
over the basic entitlement tendered. The aggregate number of offer shares
purchased under the revised offer will not in any event exceed the maximum
number. Any fractions resulting from the scaling down will be rounded down to
the nearest whole number.
Because of the difficulty in determining the precise number of Iscor shares
properly received for acceptance by LNM, if proration is required, LNM may not
be able to determine the final prorated numbers until approximately five
business days after the revised offer closes. Preliminary results of proration
will be published on SENS and in the press as promptly as practicable after the
closing date of the revised offer.
3. Iscor shares cannot be dematerialised or rematerialised between Monday, 17
February 2003 and Friday, 21 February 2003, both days inclusive. If you have
dematerialised your Iscor shares, notify and instruct your CSDP or broker, as
the case may be, in the manner and times stipulated in the agreement governing
your relationship with your CSDP or broker.
4. HSBC is acting for LNM and no one else in connection with the revised offer
and will not be responsible to anyone other than LNM for providing the
protections afforded to customers of HSBC, nor for providing advice in relation
to the revised offer.
White & Case LLP is acting for LNM and no one else in connection with the
revised offer and will not be responsible to anyone other than LNM for providing
advice in relation to the revised offer.
Johannesburg
17 February 2003
Financial advisers to LNM
HSBC
COrporate law advisers to LNM
WHITE & CASE
Limited Liability Partnership
Date: 14/02/2003 05:02:01 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
