| Mon 16 Aug 2004, 9:09 | | Barplats- Notice in terms of s440k(3)(a) of Co's |
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Barplats/ Kleo Platinum - Notice in terms of section 440k(3)(a) of the Companis
Act, 73 (Act 61 of 1973), as amended
Kleo Platinum Mine Investment Barplats Investments Limited
Holdings (Pty) Limited (Incorporated in the Republic of South
(Incorporated in the Republic of Africa)
South Africa) (Registration number 1987/004830/06)
(Registration number 2004/008043/07) Share code: BPL
acting as nominee for and on behalf ISIN: ZAE000028692
of a consortium (Barplats or the Company)
(the Platinum Consortium or the
offeror)
Announcement regarding:
Notice in terms of section 440k(3)(a) of the Companies Act, 73 (Act 61 of 1973),
as amended (the Act)
1. Introduction
Shareholders are referred to the:
* announcement published in the press on 18 June 2004, the circular to
Barplats shareholders dated 30 June 2004 and the amended terms
announced on 1 July 2004, regarding the unconditional mandatory cash
offer by the Platinum Consortium to Barplats minority shareholders to
acquire all of their Barplats shares for a cash consideration of 300
cents per share (the original offer);
* results of the original offer announcement published in the press on
Tuesday, 27 July 2004 in respect of which Barplats minority
shareholders were advised that by the closing date of the original
offer, being Friday, 23 July 2004, acceptances in terms of the
original offer had been received from those Barplats minority
shareholders holding in aggregate 6 389 891 Barplats shares.
As a result, the Platinum Consortium now holds 91% of the total number of
Barplats shares in issue, which also includes the Barplats shares acquired in
the open market by the Platinum Consortium during the original offer period.
In accordance with section 440K(1)(a) of the Act, the Platinum Consortium was
not able, nor did it wish to compulsorily acquire the Barplats shares held by
those Barplats minority shareholders who did not accept the original offer.
As the Platinum Consortium now holds greater than nine-tenths of the total
issued share capital of Barplats, a notice in terms of Section 440K(3)(a) of the
Act is required to be sent by registered mail to those Barplats shareholders
who did not accept the original offer.
In terms of the Section 440K(3)(a) notice, Barplats minority shareholders who
did not accept the original offer are afforded the opportunity to accept the
offer on the same terms and conditions as the original offer for a three-month
notice period commencing on Monday, 16 August 2004 and ending on Friday, 19
November 2004 (the S440K(3)(a) offer).
2. No intention to propose the termination of the listing of Barplats from the
JSE Securities Exchange SA (JSE)
As indicated in the original offer circular, the Platinum Consortium has no
intention to propose the termination of the listing of Barplats and the
notice given in terms hereof is merely in compliance with the provisions
of Section 440K(3)(a) of the Act.
3. Salient dates and times
The salient dates and times for the S440K(3)(a) offer are as follows:
2004
Notice given in terms of Section 440k(3)(a) of Monday, 16 August
the Act
Notice period opens at 09:00 Monday, 16 August
Last day for Barplats minority shareholders to Friday, 12 November
trade in Barplats shares on the JSE to be
eligible to participate in the S440K(3)(a)
offer
Record date for participating in the Friday, 19 November
S440K(3)(a) offer
Notice period closes at 12:00 on Friday, 19 November
Results of Section 440K(3)(a) offer published Monday, 22 November
on SENS
Notes:
1. Any changes to the above dates and times will be released on SENS.
2. All times given in this circular are local times in South Africa.
3. Share certificates may not be dematerialised or rematerialised between
Monday, 15 and Friday, 19 November 2004, both days inclusive.
4. Dematerialised shareholders are required to notify their CSDP or broker, as
the case may be, of their intention to accept the S440K(3)(a) offer in the
manner and time stipulated in the custody agreement entered into between
such shareholders and their CSDP or broker.
5. Certificated shareholders wishing to accept the S440K(3)(a) offer are
required to complete the form of acceptance, surrender and transfer sent
out as part of the documentation referred to in paragraph 4 below, in
accordance with the instructions therein to be received by no later than
12:00 on Friday,19 November 2004.
6. The offer consideration due to:
6.1. a dematerialised shareholder who accepts the S440K(3)(a) offer will be
paid into his/her account with his/her CSDP or broker at his/her risk
and dealt with in terms of the custody agreement entered into between
the offer participant and his/her CSDP or broker within five business
days after the date on which valid acceptance of the offer was
received by the transfer secretaries;
6.2. a certificated shareholder who accepts the S440K(3)(a) offer will,
unless prior arrangements have been agreed to with the offeror, be
posted, by ordinary post, at the risk of the offer participant
concerned, within five business days of the receipt of the form of
acceptance, surrender and transfer, sent out as part of the
documentation referred to in paragraph 4 below, together with the
relevant document(s) of title (in negotiable form) provided such
acceptances have been received before 12:00 on Friday, 19 November
2004.
4. Documentation
A notice in terms of S440K(3)(a) of the Act will be sent on Monday, 16
August 2004, by registered mail to all Barplats minority shareholders, who
did not accept the original offer, as reflected on the register of members
of Barplats on Thursday,12 August 2004.
By order of the Barplats Board By order of the Platinum Consortium
Johannesburg Johannesburg
16 August 2004 16 August 2004
Investment Bank and corporate Corporate legal adviser to the
adviser to the offeror and offeror
sponsor to Barplats
Nedbank Capital Fluxmans Attorneys
Date: 16/08/2004 08:00:04 AM Produced by the JSE SENS Department
