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ZARARA ENERGY LIMITED - COMPANY ANNOUNCEMENT
ZARARA ENERGY LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1895/001078/06)
Share code: ZRR
ISIN: ZAE000033080
("Zarara" or "the Company")
REVISED OFFER, TRADING STATEMENT AND FURTHER CAUTIONARY ANNOUNCEMENT
REVISED OFFER
Shareholders are referred to the announcement dated 6 November 2003 recording
the intention of Northridge Field Operations (Proprietary) Limited
("Northridge") to propose a scheme of arrangement in terms of section 311 of the
Companies Act, 1973 (Act 61 of 1973), as amended ("Companies Act"), between
Zarara and its shareholders ("scheme"), to acquire all of the shares held by
such shareholders for a cash consideration of 13 cents per share.
Shareholders are advised that the board of directors of Zarara ("Zarara board")
has since received a revised offer from Northridge, which is identical in all
aspects to the offer described in the above mentioned announcement with the
exception of the inclusion of an additional deferred payment. The offer of a
deferred payment relates to the claim against Zarara from American Customs
Components Inc. ("ACCI") of R7 420 850 plus interest and costs as detailed in
previous company announcements ("ACCI claim"). Should the ACCI claim not be
successful, Northridge will make a deferred payment to shareholders of 12 cents
per share. Should the ACCI claim be successful or Zarara settle the ACCI claim,
the deferred payment will be reduced by 1 cent per share for every R200 000 paid
to ACCI. Thus, if a payment in excess of R2 200 000 is required to be made to
ACCI, shareholders will not receive any deferred payment. Any deferred payment
will be conditional upon the successful implementation of the scheme.
Zarara is expected to publish its results for the year ended 30 September 2003
during December 2003. As this will be subsequent to the posting of a document
containing full details of the scheme ("the document"), Zarara will publish a
reviewed balance sheet as at 30 September 2003 ("reviewed balance sheet") prior
to posting the document. Zarara will publish updated pro forma financial effects
of the scheme simultaneously with the reviewed balance sheet.
Due to the receipt by the Zarara board of the revised offer, the document, which
is subject to the prior approval of the Securities Regulation Panel and the JSE
Securities Exchange South Africa ("JSE"), will be posted to shareholders on or
about 28 November 2003. An announcement will appear in the press on or about the
same day, setting out the salient dates of the scheme and other matters as may
be pertinent thereto.
TRADING STATEMENT
As stated in the 2002 Annual Report and in previous announcements, it was the
objective of the Zarara board to realise the Company"s assets to best advantage
of shareholders. Therefore, since early 2003, Zarara effectively ceased trading
operations and became a cash company. Primarily due to the disposal of certain
assets and consequential restructuring it is expected that the loss and headline
loss for the year ended 30 September 2003 will be substantially lower (as
defined in the Listings Requirements of the JSE) than those of the comparative
period last year. The aforementioned earnings information has not been reviewed
or reported on by the Company"s auditors.
CAUTIONARY ANNOUNCEMENT
Shareholders are advised that, until the full details of the proposed scheme and
the annual results of the Company for the year ended 30 September 2003 have been
published, they should continue to exercise caution in dealing in the Company"s
securities.
Krugersdorp
13 November 2003
Corporate adviser, independent adviser and sponsor
PricwaterhouseCoopers Corporate Finance (Pty) Limited
Attorneys
Cliffe Dekker
Date: 13/11/2003 04:01:05 PM Produced by the JSE SENS Department
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