| Wed 5 Mar 2003, 18:19 | | S & J - Announcement |
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S & J - Announcement
Release Date: 05/03/2003 17:26:11 Code(s): SJL
S & J - Announcement
S & J LAND HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/000139/06)
Share code:SJL ISIN: ZAE000009965
("S&J "or "the Company")
FURTHER ADJOURNMENT OF GENERAL MEETING, EXTENSION OF MANDATORY OFFER, REVISION
OF SALIENT DATES AND FURTHER CAUTIONARY ANNOUNCEMENT
Further adjournment of general meeting
The adjourned general meeting of the Company which was initially convened in
terms of the circular to S&J shareholders dated 29 January 2003 ("the circular")
and held at 10:00 on 5 March 2003, was adjourned for a second time in terms of
section 192 of the Companies Act, 1973 (Act 61 of 1973), as amended ("the Act"),
by the requisite majority of shareholders present and represented at the
adjourned general meeting.
The adjourned general meeting was adjourned before any of the resolutions set
out in the notice of meeting contained in the circular were considered. The
reason for the adjournment relates to the cautionary announcement, which
appeared on the Securities Exchange News Service ("SENS") on 12 February 2003,
advising shareholders that an approach had been made by a party who expressed an
interest in S&J, but only on the basis that the Company is not delisted. The
board of directors of the Company ("the board") considers it highly likely that
a transaction will result with this party, which will entail, inter alia, a
substantially higher offer 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 adjourned general meeting has been adjourned until Wednesday, 26 March
2003 and will be held at 10:00 at the offices of Grant Thornton Kessel
Feinstein, 137 Daisy Street, Sandown, 2196. The resolutions contained in the
notice of general meeting in the circular remain unchanged for the adjourned
general meeting.
The form of proxy contained in the circular is still valid for the adjourned
general meeting. Certificated shareholders and "own name" dematerialised
shareholders who have, however, completed a form of proxy and wish to either
withdraw or amend it, should contact the transfer secretaries, Computershare
Investor Services Limited on (011) 370 5000, in order to obtain a new form of
proxy.
Dematerialised shareholders who wish to amend their previous election should
contact their Central Securities Depository Participant ("CSDP") or broker in
this regard.
Extension of mandatory offer
As a consequence of the potential transaction referred to above and to ensure
that shareholders have enough time to consider the acceptance of the mandatory
offer whilst the discussions are continuing, the offeror has agreed to extend
the mandatory offer, which will now close at 16:00 on Friday, 25 April 2003,
instead of Friday, 28 March 2003.
S&J shareholders who accept the mandatory offer, are reminded that they will
not be entitled to participate in any other offer by a third party including the
party referred to above.
Revision of salient dates
The salient dates pertaining to the proposed delisting and the mandatory
offer, which appeared in the press on 13 February 2003, are revised as set out
below, as a consequence of the further adjournment of the general meeting and
the extension of the mandatory offer.
2003
Last day for receipt of forms of proxy in
respect of the adjourned general meeting by 10:00 on Monday, 24 March
Adjourned general meeting to be held at 10:00 on Wednesday, 26 March
Announce the results of the adjourned general meeting
on SENS on Wednesday, 26 March
Announce the results of the adjourned general meeting
in the press on Thursday, 27 March
Last day to trade in order to participate in the offer
and the share repurchase option on Wednesday, 16 April
Suspension of S&J`s listing on the JSE Securities
Exchange South Africa ("the JSE") with effect from
the commencement of trading on Thursday, 17 April
Record date to participate in the offer and the share
repurchase option on Friday, 25 April
Offer closes at 16:00 on Friday, 25 April
Announce the results of the offer and the share
repurchase option on SENS on Tuesday, 29 April
Posting of second circular (if applicable),
incorporating a notice in terms of section 440K of
the Act, to shareholders who have not accepted the
offer on Tuesday, 29 April
Termination of S&J`s listing on the JSE with effect
from the commencement of trading on Wednesday, 30 April
Announce the results of the offer and the share
repurchase option in the press on Wednesday, 30 April
Issue of share certificates in the delisted S&J to
the 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 Friday, 2 May
Compulsory acquisition of S&J shares becomes effective
(if section 440K of the Act is invoked) on Tuesday, 10 June
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.No dematerialisation of S&J shares will take place after Wednesday, 16 April
2003.
3.All the other notes referred to in the 29 January 2003 announcement remain
applicable.
Further cautionary announcement
Shareholders are referred to the announcement on 12 February 2003 and to the
opinion of the board contained in this announcement and are advised to continue
exercising caution in dealing in their S&J shares until such time as a further
announcement is made.
Bryanston
5 March 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: 05/03/2003 05:26:00 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
