| Fri 19 Sep 2003, 15:24 | | SALIENT DATES |
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AMB HOLDINGS LIMITED - SALIENT DATES
AMB HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1995/003054/06)
Share code: AMB
ISIN: ZAE000029682
("AMB")
SALIENT DATES
1. INTRODUCTION
AMB shareholders are referred to the announcements in the press dated:
* 6 August 2003, relating to a conditional offer by Heywood Investments
(Pty) Limited ("Heywood") to the AMB shareholders, other than Heywood
and AMB Financial Services (Pty) Limited (the holder of 9 533 369 AMB
shares held as treasury shares), to acquire all of their shares in AMB
("the offer") for a cash consideration of 770 cents per share ("the
offer consideration"), subject to the receipt by Heywood of the
unconditional and unqualified approval of the Competition Authorities
("the offer condition precedent"); and
* 29 August 2003, wherein it was stated that, provided that the board
of directors of AMB ("the AMB board") received an independent opinion
that the terms of the offer are fair and reasonable, the AMB board
will propose that, subject to the offer becoming unconditional and
subject to the requisite approval of AMB shareholders being obtained
in general meeting, the ordinary shares of AMB be delisted from the
JSE Securities Exchange South Africa ("the AMB delisting").
2. DOCUMENTATION
As the AMB board has received an independent opinion that the terms of the
offer are fair and reasonable, a circular relating to the offer and the
proposed AMB delisting was posted to AMB shareholders on Friday, 19
September 2003. The circular contains, inter alia, a notice convening a
general meeting of AMB shareholders ("general meeting") at which the
resolutions necessary to approve and implement the AMB delisting will be
proposed.
3. SALIENT DATES AND TIMES RELATING TO THE OFFER AND THE AMB DELISTING
2003
Offer opens (09:00) Friday, 19 September
Last day for receipt of forms of proxy
in respect of the general meeting (not
later than 10:00) Friday, 3 October
General meeting to be held at 10:00 Monday, 6 October
Announcement of the results of the
general meeting made on Securities
Exchange News Service ("SENS") Monday, 6 October
Announcement of the results of the
general meeting published in the press Tuesday, 7 October
Offer condition precedent fulfilled -
anticipated to be not later than Wednesday, 15 October
(see note 3 below)
Notes:
1. Any variation of the above dates and times will be advised by notification
on SENS and in the press. All times given above are local times in South
Africa.
2. Dematerialised shareholders, other than those shareholders with own name
registration, recorded in the register for voting must provide their
Central Securities Depository Participant ("CSDP") or broker with their
instructions for attendance or voting at the general meeting in the manner
stipulated in the custody agreement governing the relationship between such
shareholders and the CSDP or broker. These instructions must be provided to
the CSDP or broker by the cut-off time and date advised by the CSDP or
broker for instructions of this nature.
3. When the offer condition precedent is fulfilled, the offer will become
unconditional. AMB shareholders will be advised on SENS and in the press if
and when the offer condition precedent is fulfilled. It is anticipated that
the latest date by which the offer condition precedent will be fulfilled is
15 October 2003. However, it is drawn to the attention of AMB shareholders
that the fulfillment of the offer condition precedent is subject to the
processes and procedures of a regulatory body which are beyond the control
of Heywood, and accordingly the offer condition precedent may be fulfilled
before or after 15 October 2003. If the offer condition precedent is
fulfilled, the Securities Regulation Panel has requested that the offer
remain open for at least 14 days thereafter. Accordingly, any announcement
relating to the fulfillment of the offer condition precedent will contain
details of the last day to trade and closing date in respect of the offer.
If applicable, such announcement will also contain details of the dates of
the suspension and the termination of the listing of AMB shares.
Illovo
19 September 2003
Corporate adviser and joint sponsor to AMB:
AMB Advisory Services Limited
Registration number 1996/016470/06
Legal adviser to AMB:
WEBBER WENTZEL BOWENS
Lead sponsor to AMB:
Deloitte & Touche Sponsor Services (Pty) Ltd
(Incorporated in the Republic of South Africa)
(Registration number 1996/000034/07)
Corporate adviser to Heywood:
Investec Corporate Finance
Investec Bank Limited
(Registration number 1969/004763/06)
Legal adviser to Heywood:
JOWEL GLYN & MARAIS
Date: 19/09/2003 03:04:08 PM Produced by the JSE SENS Department
