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Reunert Limited - Acquisition of a pro-rata portion of Reunert ordinary
shareholders` shares by way of a scheme of arrangement and cautionary
announcement
REUNERT LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1913/004355/06)
Share code: RLO ISIN: ZAE000005914
(`Reunert` or `the company`)
Acquisition of a pro-rata portion of Reunert ordinary shareholders` shares by
way of a scheme of arrangement and cautionary announcement
1. INTRODUCTION
Reunert`s cash resources are in excess of its current investment requirements.
Accordingly, it is intended that Reunert and its wholly owned subsidiary,
Bargenel Investments (Proprietary) Limited (`Bargenel`), will acquire, in terms
of sections 85 and 89 of the Companies Act, 1973 (`the Act`), a pro rata portion
of the company`s ordinary shares in issue, net of treasury shares, by way of a
scheme of arrangement in terms of section 311 of the Act (`the proposed
scheme`).
2. SALIENT FEATURES OF THE PROPOSED SCHEME
In terms of the proposed scheme, Reunert and Bargenel will collectively acquire
1 Reunert ordinary share for every 10 Reunert ordinary shares held by Reunert`s
shareholders other than Bargenel, which currently holds 17 168 058 Reunert
ordinary shares as treasury shares, for a cash consideration of 2 500 cents per
Reunert ordinary share. Should the proposed scheme be implemented, the total
cash consideration to be paid by Reunert and Bargenel will amount to
approximately R476 million.
3. CONDITIONS PRECEDENT
The proposed scheme will be conditional upon the fulfilment of a number of
conditions precedent, including regulatory and shareholder approvals.
4. IRREVOCABLE UNDERTAKINGS
Shareholders who currently represent 60.9% of the company`s issued ordinary
shares, excluding treasury shares, have given their written support for the
proposed scheme.
5. CAUTIONARY AND FURTHER ANNOUNCEMENT
A further announcement regarding the proposed scheme, including the timing and
other details, will be published in due course. Accordingly, shareholders are
advised to exercise caution when dealing in Reunert shares.
For and on behalf of the board
Reunert Limited
Sandton
29 June 2004
Merchant bank to Reunert Legal advisor to Reunert
Investec Corporate Finance Bowman Gilfillan Inc
Sponsor to Reunert
Rand Merchant Bank (A division of
FirstRand Bank Limited) Corporate
Finance
Date: 29/06/2004 05:22:09 PM Produced by the JSE SENS Department
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