| Wed 12 Mar 2003, 12:02 | | Amalgamated Appliance Holdings Limited - Salient D |
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Amalgamated Appliance Holdings Limited - Salient Dates Of The Conditional
Partial Offer By Salton
Amalgamated Appliance Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 1997/004130/06)
Share code AMA ISIN ZAE000012647
("AMAP")
SALIENT DATES OF THE CONDITIONAL PARTIAL OFFER BY SALTON
1. Introduction
On Wednesday, 12 February 2003 shareholders were advised of the conditional
partial offer by Salton Hong Kong Limited ("Salton") to all AMAP shareholders,
other than Salton ("the AMAP minority shareholders"), to acquire a portion of
their AMAP shares ("the offer"). In terms of the offer, it is Salton"s intention
to acquire a further 21,2% of the issued share capital of AMAP, equivalent to
30,6% of each AMAP minority shareholder"s holding, for a cash consideration of
125 cents per share.
The offer is conditional on, inter alia, the approval by a simple majority of
the AMAP minority shareholders of a resolution to waive the requirement for
Salton to make a mandatory offer to the AMAP minority shareholders. This
obligation would arise as a result of Salton purchasing in excess of 35% of the
issued share capital of AMAP, pursuant to the offer.
The purpose of this announcement is to provide AMAP shareholders with:
* the salient dates pertaining to:
- the general meeting of AMAP minority shareholders ("the general meeting") to
be held to consider and, if deemed fit, approve an ordinary resolution to waive
the requirement for Salton to make a mandatory offer to the AMAP minority
shareholders ("the waiver resolution"); and
- the offer;
* Bridge Capital Services (Pty) Limited"s ("Bridge Capital"), the independent
advisor to the AMAP board, opinion on the terms and conditions of the offer; and
* the AMAP board"s views of the offer.
2. Salient dates and times
Set out below are the salient dates and times of the general meeting and the
offer:
2003
Announcement of Salton"s firm intention to make
an offer Wednesday, 12 February
Circular posted to AMAP minority shareholders and
the offer opens Wednesday, 12 March
Expected date of declaration by Salton that the
offer is unconditional as to acceptances Wednesday, 19 March
(see Note 4)
Last day to lodge form of proxy for the general
meeting of AMAP minority shareholders at 10:00 Tuesday, 25 March
General meeting of AMAP minority shareholders at 10:00 Thursday, 27 March
Results of general meeting of AMAP minority shareholders
released on SENS Thursday, 27 March
Results of general meeting of AMAP minority shareholders
published in the press Friday, 28 March
Expected date of declaration by Salton that the offer is
unconditional (see Note 4) Tuesday, 15 April
AMAP year-end results to be published Wednesday, 16 April
Last day for AMAP minority shareholders to trade in
AMAP shares on the JSE to be eligible to participate
in the offer Wednesday, 23 April
AMAP shares will trade ex the offer Thursday, 24 April
Record date for the purposes of participating in the offer Friday, 2 May
Offer closes at 16:00 Friday, 2 May
Results of the offer released on SENS Monday, 5 May
Dematerialised AMAP minority shareholders who have accepted
the offer will have their accounts with their CSDP or
broker credited Monday, 5 May
Cheques in respect of those AMAP minority shareholders who
have accepted the offer will be mailed on or about Monday, 5 May
Results of the offer published in the press Tuesday, 6 May
Notes:
1. The abovementioned dates and times are subject to change. Any such
change will be released on SENS and published in the press.
2. Dematerialised 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
shareholder and his/her CSDP or broker.
3. Share certificates may not be dematerialised or rematerialised between
Thursday, 24 April 2003 and Friday, 2 May 2003, both days inclusive.
4. Once irrevocable acceptances have been received in respect of 21.2% of
the issued share capital of AMAP the condition precedent as to acceptances
will have been fulfilled. The remaining conditions precedent are expected
to be fulfilled on or about Tuesday, 15 April 2003.
3. Opinion of the independent advisor
The independent directors of AMAP appointed Bridge Capital to provide the
board with advice as to the fairness and reasonableness of the terms and
conditions of the offer. Bridge Capital has advised that it has considered the
terms and conditions of the offer and as at 6 March 2003 its opinion and advice
to the board is that the terms and conditions of the offer are fair and
reasonable to the AMAP minority shareholders.
4. Opinion and recommendations of the AMAP board
The AMAP directors with an interest in the offer, being Messrs L Dreimann and
W B Rue, have recused themselves from offering an opinion or recommendation to
the AMAP minority shareholders in respect of the waiver resolution and whether
or not to accept the offer.
It is the opinion of the independent directors, having considered the terms
and conditions of the offer, that they are fair and reasonable to the AMAP
minority shareholders. The independent directors recommend that the AMAP
minority shareholders vote in favour of the waiver resolution at the general
meeting and that the AMAP minority shareholders accept the offer. The
independent directors intend voting in favour of the waiver resolution, and
accepting the offer, in respect of all their AMAP shares.
5. Documentation and further cautionary announcement
A circular setting out the terms and conditions of the offer, the AMAP
board"s response to the offer, Bridge Capital"s opinion and a notice convening
the general meeting to consider the waiver resolution will be posted to AMAP
shareholders today.
AMAP shareholders are referred to the cautionary announcement dated
Wednesday, 12 February 2003 and are advised to continue to exercise caution when
dealing in their AMAP shares until the results of the general meeting are known.
Johannesburg
12 March 2003
Sponsor and independent advisor to AMAP
BRIDGE CAPITAL
Corporate law advisors and consultants to AMAP
Edward Nathan & Friedland (Pty) Ltd
Corporate Law advisers & Consultants
(Registration number 1999/026464/07)
