| Mon 16 Feb 2004, 8:49 | | ANNOUNCEMENT |
|
LYONS FINANCIAL SOLUTIONS HOLDINGS LIMITED -
LYONS FINANCIAL SOLUTIONS HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/022117/06)
Share code: LYS ISIN: ZAE000024709
("Lyons")
NOTICE IN TERMS OF SECTION 440K(3)(a) OF THE COMPANIES ACT, 1973 (ACT 61 OF
1973), AS AMENDED ("THE ACT"), TO LYONS MINORITY SHAREHOLDERS AND THE
DELISTING OF LYONS SHARES FROM THE JSE SECURITIES EXCHANGE
SOUTH AFRICA ("THE JSE")
1. Introduction
Lyons minority shareholders are referred to the results of offer
announcement released on the Securities Exchange News Service of the JSE on 4
November 2003 ("results of offer announcement") regarding the unconditional
offer by Icarus Nominees (Proprietary) Limited (trading as Icarus Investment
Corporation) ("Icarus") to Lyons minority shareholders to acquire all of their
Lyons shares for a cash consideration of 5 cents per share ("the offer").
Lyons minority shareholders were advised in the results of offer
announcement that, by the closing date of the offer, being 31 October 2003,
Icarus had increased its shareholding in the issued share capital of Lyons to
98,02%. In accordance with section 440K(1)(a) of the Act, Icarus was not able
to compulsorily acquire the Lyons shares held by those Lyons minority
shareholders who did not accept the offer ("the remaining Lyons minority
shareholders"), as a number of the Lyons shares acquired by Icarus were
acquired through the open market ("the open market acquisitions") and not in
terms of the offer. Furthermore, Lyons minority shareholders were advised that
they would be informed of Icarus" intentions regarding the continued listing
of Lyons shares on the JSE.
2. Delisting
The board of directors of Lyons is of the opinion that, given the
illiquidity of Lyons shares on the JSE, the size and market capitalisation of
Lyons and the administrative costs associated with maintaining a listing on
the JSE, there is little justification for the continued listing of Lyons
shares on the JSE.
Furthermore, as a consequence of the offer and the open market
acquisitions, Lyons no longer complies with the requisite shareholder spread
and free-float requirements of the Listings Requirements of the JSE.
Accordingly, an application was made to the JSE for the delisting of Lyons
shares from the JSE.
The remaining Lyons minority shareholders are hereby advised that the JSE
has approved the delisting of Lyons" shares from the "Financials - Speciality
and other Finance" sector of the JSE lists from the commencement of business
on Tuesday, 25 May 2004.
Shareholders who elect not to accept the offer will remain shareholders but
in an unlisted company with a small capitalisation and with limited
tradeability in its shares.
3. Notice in terms of section 440K(3)(a) of the Act
As Icarus, in pursuance of the offer together with the open market
acquisitions, now holds greater than nine-tenths of the Lyons shares in issue,
a notice in terms of section 440K(3)(a) of the Act is required to be sent to
the remaining Lyons minority shareholders ("the notice").
- Accordingly, the remaining Lyons minority shareholders may within three
months from the date on which Icarus gives notice, require Icarus to acquire
their Lyons shares on the same terms and conditions as those which applied in
terms of the offer. The notice period extends from 09:00 on Monday, 16
February 2004 until 12:00 on Friday, 21 May 2004, both dates inclusive.
- All acceptances of the notice will be irrevocable and may not be
withdrawn.
- The Securities Regulation Panel has been furnished with written
confirmation that Icarus has sufficient cash resources with which to meet its
obligations under the notice.
The remaining Lyons minority shareholders who do not make the election to
dispose of their Lyons shares to Icarus in terms of the notice will remain
shareholders in Lyons, but in an unlisted environment.
4. Important dates and times
The important dates and times are as follows:
2004
Notice given in terms of section 440K(3)(a) of the Act Monday, 16 February
Notice period opens at 09:00 Monday, 16 February
Last day for Lyons minority shareholders to trade in Lyons shares on
the JSE to be eligible to participate in the offer Friday, 14 May
Lyons shares suspended on the JSE from the commencement of business Monday,
17 May
Record date for participating in the offer Friday, 21 May
Notice period closes at 12:00 on Friday, 21 May
Results of the offer announced on SENS Monday, 24 May
Results of the offer published in the press Tuesday, 25 May
Lyons shares delisted from the JSE from commencement of business Tuesday, 25
May
Dematerialised Lyons minority shareholders who have not received payment and
who have accepted the offer will have their accounts at their Central
Securities Depository Participant ("CSDP") or broker, as the case may be,
credited within five business days of receipt of notification by the CSDP or
broker (Note 2).
Cheques posted in respect of those certificated Lyons minority shareholders
who have not received payment and who have accepted the offer, within five
business days of receipt of the form of acceptance, transfer and surrender
together with the relevant documents of title (Note 3).
Notes:
1. The above dates and times are subject to amendment. Any amendment to
these dates and times will be released on SENS and published in the press.
2. In the case of dematerialised Lyons minority shareholders, payment will
be made by crediting their accounts at the CSDP or broker, as the case may be,
as agreed to between the shareholder and the CSDP, as soon as possible after,
but at least within five business days of receipt of notification by the
transfer secretaries.
3. In the case of a certificated Lyons minority shareholder, such payment
will be made by cheque or deposited directly into the shareholder"s bank
account, whichever a shareholder may instruct, at the risk of the shareholder
concerned, as soon as possible after, but at least within five business days
of the day on which the form of acceptance, transfer and surrender and
relevant documents of title are received.
4. Shares certificates may not be dematerialised or rematerialised after
Friday, 14 May 2004.
5. Circular to shareholders
A circular, containing full details of the notice, will be posted to the
remaining Lyons minority shareholders on or about Monday, 16 February 2004.
Sandton
16 February 2004
Sponsor to Lyons
Deloitte & Touche Sponsor Services (Pty) Ltd
(Incorporated in the Republic of South Africa)
(Registration number 1996/000034/07)
Corporate law advisers and consultants to Lyons
Edward Nathan & Friedland (Pty) Ltd
Corporate Law advisers & Consultants
(Registration number 1999/026464/07)
Merchant bank and corporate adviser to Icarus
Investec Corporate Finance
Investec Bank Limited
(Registration number 1969/004763/06)
Date: 16/02/2004 07:01:07 AM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
