| Wed 3 Dec 2003, 9:00 | | Scheme Of Arrangement |
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CHEMSERVE/ AECI - Scheme Of Arrangement
Chemical Services Limited AECI Limited
(Incorporated in the Republic of (Incorporated in the Republic of
South Africa) South Africa)
(Registration number: (Registration number:
1967/003338/06) 1924/002590/06)
Share code: CHE ISIN: Share code: AFE ISIN:
ZAE000009908 ZAE000000220
("Chemserve") ("AECI")
Implementation of the scheme of arrangement in terms of section 311 of the
Companies Act (Act 61 of 1973), as amended, between Chemserve and its
shareholders, other than AECI ("the scheme")
Further to the announcement of 24 November 2003, shareholders are hereby advised
that on Tuesday, 2 December 2003, the High Court of South Africa (Witwatersrand
Local Division) duly sanctioned the scheme and the Court Order sanctioning the
scheme has been registered by the Registrar of Companies.
As all conditions precedent to the scheme have been fulfilled, the scheme is now
unconditional and will become operative on Monday, 15 December 2003.
Settlement of scheme consideration
Holders of dematerialised shares in Chemserve
Shareholders owning shares in Chemserve in dematerialised form need take no
further action in regard to receiving the scheme consideration due to them.
Such shareholders will have their accounts held at their Central Securities
Depository Participant or broker credited and updated with the scheme
consideration comprising AECI shares and cash ("scheme consideration") on
Monday, 15 December 2003.
Holders of certificated shares in Chemserve
Shareholders holding certificated shares in Chemserve are required to surrender
their share certificates or other documents of title to Chemserve shares to
Computershare Limited ("transfer secreraties"), Ground Floor, 70 Marshall
Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2017) in order to claim
the scheme consideration. For this purpose, a form of surrender is contained in
the scheme document, which was posted to shareholders on 29 October 2003. A
further copy of the surrender form accompanied by this announcement will be
posted to all certificated Chemserve shareholders on Thursday, 4 December 2003.
Shareholders who have already surrendered, or who lodge their documents of title
with the transfer secretaries on or prior to Friday, 12 December 2003, will have
the scheme consideration posted to them on Monday, 15 December 2003, unless an
election has otherise been made. Shareholders who surrender their documents of
title to the transfer secretaries after Friday, 12 December 2003 will have the
scheme consideration posted to them within five business days of receipt thereof
by the transfer secretaries.
Suspension and termination of the listing of the shares of Chemserve on the JSE
Securities Exchange South Africa ("the JSE") and listing of new AECI shares on
the JSE
Shareholders are reminded that the listing:
- of Chemserve"s shares on the JSE will be suspended with effect from the
commencement of trading on the JSE on Monday, 8 December 2003;
- of Chemserve"s shares on the JSE will be terminated with effect from the
commencement of trading on the JSE on Wednesday, 17 December 2003;
- of the new AECI shares comprising the share element of the scheme
consideration will commence with effect from the commencement of trading on the
JSE on Monday, 8 December 2003.
Johannesburg
3 December 2003
Corporate Advisor and Sponsor to Chemserv
PricewaterhouseCoopers Corporate Finance (Pty ) Limited
Independent Law advisors to Chemserv
Tabacks
Independent advisor
Rand Merchant Bank
Reporting accountants
PricewaterhouseCoopers Inc
Financial advisor and sponsor to AECI
JP Morgan
Independent legal advisor to AECI
Webber Wentzel Bowens
Date: 03/12/2003 08:39:33 AM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
