|
Chemical Services Limited - Withdrawal Of Cautionary And Announcement Regarding
The Firm Offer By Aeci Limited ("Aeci") To Acquire The Entire Issued Share
Capital Of Chemserve
Chemical Services Limited
(Incorporated in the Republic of South Africa)
(Registration number 1967/003338/06)
Share code: CHE
ISIN: ZAE000009908
("Chemserve" or "the Company)
Withdrawal Of Cautionary And Announcement Regarding The Firm Offer By Aeci
Limited ("Aeci") To Acquire The Entire Issued Share Capital Of Chemserve
1. Introduction
Shareholders are referred to the announcement published by AECI on 12
September 2003 ("the AECI announcement") regarding its firm offer to
acquire the entire issued share capital of Chemserve ("the offer"). AECI,
the Company"s holding company, currently holds 74% of the issued share
capital of Chemserve. As indicated in the AECI announcement, the offer is
to be implemented by means of a scheme of arrangement ("the scheme") in
terms of section 311 of the Companies Act (Act 61 of 1973, as amended)("the
Act") or, in the event for any reason whatsoever that the scheme is not
implemented, by way of an offer in terms of section 440 of the Act ("the
general offer").
2. Terms of the offer
Subject to fulfilment of the conditions precedent referred to in the AECI
announcement, shareholders in Chemserve will receive a consideration
equivalent to 95 AECI shares for every 100 Chemserve shares held in the
form of:
* 60 new AECI shares; plus
* R885,15 in cash (equivalent to 35 AECI shares valued at the volume
weighted average price for the 27 day trading period prior to 4
September 2003, being the day on which AECI published the detailed
cautionary announcement in relation to the offer).
In accordance with the requirements of the Securities Regulation Panel
("SRP") JPMorgan has confirmed that AECI has sufficient resources to
discharge its obligations in terms of the offer.
3. The general offer
If the scheme fails as a result of the non-fulfilment of the conditions
precedent to which it is subject, AECI will make the general offer to
Chemserve shareholders. The consideration payable under the general offer
will be the same as that payable under the scheme. The specific conditions
to which the general offer is subject was also contained in the AECI
announcement.
4. Opinions on the offer
As required by the rules and regulations of the SRP, the board of directors
has appointed FirstRand Bank Limited, acting through Rand Merchant Bank
Corporate Finance ("RMB"), to independently assess whether the offer is
fair and reasonable to the minority shareholders of Chemserve. RMB"s
opinion and the opinion of the board of directors on the offer will be
communicated to shareholders in due course.
5. Circular, announcement and withdrawal of cautionary
A circular containing full details of the scheme and ramifications thereof,
which is subject to the approval of the SRP and JSE Securities Exchange
South Africa, will be posted to shareholders of Chemserve as soon as
practicable. Subject to the High Court granting leave to convene the
scheme meeting, a further announcement will be published giving, inter
alia, the salient dates of the scheme.
Shareholders are advised that as the offer by AECI is now a firm offer, with the
terms thereof having been disclosed, caution is no longer required to be
exercised by shareholders when dealing in the Company"s shares.
Johannesburg
18 September 2003
Corporate adviser and sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
Independent adviser
RMB
Date: 18/09/2003 03:35:31 PM Produced by the JSE SENS Department
| Profile Group (Pty) Ltd. has taken care in preparing all information on this website, but does not accept any liability for errors or out-of-date information. | |||||||||||||
| Other Profile Group sites: FundsData Online (unit trust data) | Profile Group corporate site | |||||||||||||
| [ Terms of Use | Privacy Policy | PAIA manual | FAQs/Help | Site Map | © Copyright Reserved 2026 ] | |||||||||||||
|
|||||||||||||
