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Ellerines/Relyant - Progress Update
Ellerine Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1968/013402/06)
Share Code: ELH
ISIN: ZAE000022752
(`Ellerines`)
Relyant Retail Limited
(Incorporated in the Republic of South Africa)
(Registration number 1937/010108/06)
Share Code: RLY
ISIN: ZAE000016457
(`Relyant`)
PROGRESS UPDATE
Shareholders are referred to the Ellerines and Relyant joint announcements dated
17 May, 23 June and 4 August 2004 with regard to the proposed offer by Ellerines
to the shareholders of Relyant to acquire their shares in Relyant (the `Proposed
Transaction`). The boards of Ellerines and Relyant wish to inform shareholders
of the following progress which has been made in regard to the Proposed
Transaction:
1. Extended time period for the completion of the Proposed Transaction
The submission to the competition authorities in respect of the Proposed
Transaction was filed on 21 July 2004. It is anticipated that a final ruling in
this regard may only be obtained in the first quarter of 2005. In view of the
possible extension of the time period required to complete the Proposed
Transaction, the following has been agreed:
- the boards of Ellerines and Relyant have agreed to extend the date by which
the conditions precedent to the Proposed Transaction are to be fulfilled,
to 31 March 2005;
- as previously announced, shareholders of Relyant, representing 90.2% of the
issued shares of Relyant, have undertaken to irrevocably accept the offer
to be made under the Proposed Transaction. These undertakings expire on 31
December 2004. As the Proposed Transaction is only expected to be
completed by 31 March 2005, the Relyant shareholders which have furnished
irrevocable undertakings are in the process of being approached to agree to
extend the irrevocable undertakings so as to accommodate the extended time
period for completion; and
- the offer by Ellerines to Relyant shareholders will only be made once a
final ruling, approving the Proposed Transaction, has been made by the
competition authorities. It is anticipated, therefore, that the offer will
be made by no later than 1 March 2005.
2. Offer consideration and offer mechanism
The offer consideration will be in the form of Ellerines shares (the
`Consideration Shares) and will result in Relyant shareholders receiving a total
of 42 856 875 Consideration Shares. Each Relyant shareholder will receive
9.97839 Consideration Shares for every 225 Relyant shares which it holds. No
cash alternative will be offered. Fractional entitlements will be rounded up or
down to the nearest whole number.
The Proposed Transaction will be implemented by way of an offer in terms of
section 440 of the Companies Act, No. 61 of 1973, as amended.
Circular to Ellerines shareholders and Revised Listing Particulars
A circular to Ellerines shareholders convening a general meeting to consider and
approve the resolutions necessary to implement the Proposed Transaction,
together with the Revised Listing Particulars of Ellerines, has been posted to
Ellerines shareholders today.
Important dates and times for Ellerines shareholders are as follows:
2004
Last day to lodge forms of proxy for the
general meeting by 10h00 on Monday, 27 September
General meeting to be held at 10h00 on Tuesday, 28 September
Results of the general meeting expected
to be published on SENS on Tuesday, 28 September
Results of the general meeting expected
to be published in the press on Wednesday, 29 September
Further announcements
Further announcements in respect of the Proposed Transaction will be published
in due course. Until publication of such further announcements, shareholders of
Ellerines and Relyant are advised to continue to exercise caution when dealing
in the securities of the respective companies.
In view of the extended time period to complete the Proposed Transaction as
referred to above, the JSE Securities Exchange South Africa has dispensed with
the requirement to renew cautionary announcements every six weeks.
Johannesburg
6 September 2004
Financial advisor to Legal advisor to Ellerines Sponsor to Ellerines
Ellerines
Andisa Capital Cliffe Dekker Nedbank Capital
Independent advisor to Legal advisor to Relyant Sponsor to Relyant
Relyant
Java Capital Sonnenberg Hoffman Galombik Investec Bank Limited
Independent transaction
advisor
Morgan Stanley
Date: 06/09/2004 01:00:05 PM Produced by the JSE SENS Department
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