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PSGM - OFFER BY THISTLE TO ACQUIRE ALL THE SHARES IN PSGM
President Steyn Gold Mines Limited
(Incorporated in the Republic of South Africa)
(Registration number 1998/014461/06)
Share code: PGD; ISIN code: ZAE000026654
("PSGM")
Thistle Mining Incorporated
(Incorporated in Yukon, Canada)
("Thistle")
OFFER BY THISTLE TO ACQUIRE ALL THE SHARES IN PSGM
Further to the announcement, published on 7 February 2003, of Thistle`s firm
intention to make an offer to acquire all the shares in PSGM ("the offer"), PSGM
and Thistle wish to advise PSGM shareholders that the offer circular containing
full details of the offer, including the PSGM board`s response to the offer,
will be posted to PSGM shareholders today.
The offer is conditional upon the fulfilment of the following suspensive
conditions:
- approval of the acquisition of shares by Thistle being obtained from the
Competition Commission (to the extent necessary) by Wednesday, 19 March 2003, in
terms of the salient dates below, or before 20 May 2003, failing which the offer
will lapse; and
- PSGM shareholders holding at least 90% of the issued share capital of PSGM
accepting the offer on or before the closing date, being Friday, 28 March 2003.
Thistle is aiming for the offer to be unconditional by Wednesday, 19 March 2003,
but in the event that this is not achieved, the last day to trade and the offer
will be extended, which extension of the last day to trade will not go beyond
close of business on Tuesday, 20 May 2003, and any such change of the salient
dates will be announced on SENS and in the press.
PSGM shareholders should note that Thistle has received irrevocable undertakings
from PSGM shareholders holding 90,8% of the shares, in terms of which they have
undertaken to accept the offer. The PSGM shareholders who have provided Thistle
with irrevocable undertakings will accept the offer immediately on the opening
of the offer, enabling Thistle to give notice of its intention to invoke the
provisions of section 440K of the Companies Act, Act 61 of 1973, as amended,
("the Act") at such time.
The salient dates of the offer are set out in the table below:
2003
Offer opens at 09:00 and notice in
terms of section 440K of the Act given
on Thursday, 6 March
Last day to trade in order to accept Thursday, 20 March
the offer (Note 1)
Monday, 24 March
Shares trade ex the offer
Offer closes at 16:00 on (Note 2) Friday, 28 March
Friday, 28 March
Record date to be recorded in the
register of members
Monday,31 March
Results of the offer published: Tuesday, 1 April
- on SENS
- in the press
Tuesday, 1 April
Suspension of PSGM`s listing on the
JSE Securities Exchange South Africa
("JSE") (with effect from commencement
of trading on)
Thursday, 3 April
Cheques posted or bank accounts
credited of certificated shareholders
who accepted the offer and submitted
their documents of title. Safe custody
accounts credited of dematerialised
shareholders who advised their Central
Securities Depository Participant
("CSDP") or broker of their acceptance
on or before the closing date
Friday, 18 April
Last day for those PSGM shareholders
who are opposed to the compulsory
acquisition of their shares by Thistle
to apply at their cost to the High
Court of South Africa, in terms of
section 440K of the Act, failing which
section 440K of the Act will be
invoked by Thistle
After Friday, 18 April 2003, PSGM
shareholders who elected not to accept
the offer and whose shares are to be
compulsorily acquired by Thistle in
terms of section 440K of the Act will
receive payment of the offer
consideration within 5 business days
from the date that the transfer
secretaries receive their documents of
title, in respect of certificated
shareholders, or notification from
PSGM shareholders` CDSP or broker, in
respect of dematerialised
shareholders.
Tuesday, 22 April
Termination of listing of PSGM on the
JSE (with effect from commencement of
trading on)
Notes:
1. In the event that the offer has not become unconditional by Wednesday, 19
March 2003, the salient dates as set out above will change and PSGM shareholders
will be notified on SENS and in the press of any such change.
2. Dematerialised PSGM shareholders are required to notify their duly appointed
CSDP or broker of their acceptance of the offer in the manner and time
stipulated in the agreement governing the relationship between the PSGM
shareholder and his/her CSDP or broker.
3. PSGM shareholders may not dematerialise or rematerialise their share
certificates after Thursday, 20 March 2003.
Johannesburg
6 March 2003
Corporate adviser to PSGM
Bishop Corporate Finance
Sponsor to PSGM
Nedbank Corporate
Attorneys to PSGM
Hofmeyr, Herbstein & Gihwala
Independent adviser to PSGM
JCB Incorporated
Financial adviser to Thistle
First Africa Group
Attorneys to Thistle
Werksmans
Date: 06/03/2003 08:00:00 AM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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