| Mon 25 Oct 2004, 16:37 | | SAIL GROUP LIMITED - RESULTS OF THE SCHEME MEETING |
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SAIL GROUP LIMITED - RESULTS OF THE SCHEME MEETING
SAIL GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1941/014601/06)
Share code: SIR
ISIN: ZAE000039962
(`SAIL`)
RESULTS OF THE SCHEME MEETING
1. INTRODUCTION
SAIL shareholders are referred to previous announcements regarding the offer by
a Consortium to acquire all the SAIL ordinary shares that members of the
Consortium do not already own, by way of a scheme of arrangement in terms of
section 311 of the Companies Act No. 61 of 1973, as amended (`the scheme`).
2. APPROVAL OF THE SCHEME
The scheme was approved by the requisite majority of scheme members at the
scheme meeting held on Monday, 25 October 2004.
Application will be made to the High Court of South Africa (Transvaal Provincial
Division) to sanction the scheme on Tuesday, 9 November 2004 at 10:00 or as soon
thereafter as Counsel may be heard.
3. COMPETITION TRIBUNAL RULING
Shareholders are advised that the ruling of the Competition Tribunal in relation
to the transaction was previously expected on Friday, 26 November 2004. This
ruling is now expected on Wednesday, 27 October 2004, and, consequently, the
salient dates and times in relation to the transaction have been revised.
4. REVISED SALIENT DATES AND TIMES
Competition Tribunal approval expected to be Wednesday, 27 October 2004
received on
Court hearing to sanction the scheme on Tuesday, 9 November 2004
If the scheme is sanctioned:
Results of the scheme released on SENS on Tuesday, 9 November 2004
Results of the scheme published in the press on Wednesday, 10 November 2004
Last day to trade in order to participate in the Friday, 12 November 2004
scheme
Suspension of listing of SAIL shares at the Monday, 15 November 2004
commencement of trading on
Record date (`consideration record date`) on which Friday, 19 November 2004
SAIL shareholders must be recorded in the register
of members of SAIL in order to receive the scheme
consideration (`scheme participants`)on
Operative date of the scheme at the commencement Monday, 22 November 2004
of trading on
Scheme consideration posted to scheme participants Monday, 22 November 2004
who hold certificated shares (if documents of
title are received on or prior to the
consideration record date) on or about
or, failing receipt of documents of title on or
before the consideration record date, within five
business days of receipt thereof by the transfer
secretaries
Scheme participants with dematerialised shares Monday, 22 November 2004
have their accounts held at their Central
Securities Depository Participant or broker
credited with the scheme consideration on
Termination of listing of SAIL shares on the JSE Tuesday, 23 November 2004
Securities Exchange South Africa at the
commencement of trading on
Notes
1. The above times and dates are subject to change. Any such change will be
released on SENS and published in the press.
2. No dematerialisation or rematerialisation of SAIL shares will take place
after Friday, 12 November 2004.
5. CONDITIONS PRECEDENT
The transaction is subject to the fulfilment of the following conditions
precedent:
- the approval of the transaction by the Competition Tribunal;
- the sanctioning of the scheme by the Court; and
- the registration of the court order sanctioning the scheme by the Registrar of
Companies.
6. FURTHER ANNOUNCEMENT
A further announcement regarding the Court hearing to sanction the scheme will
be released on Tuesday, 9 November 2004.
SAIL Group Limited
Midrand
25 October 2004
Investment bank and transaction sponsor
Standard Bank
Legal adviser to the Consortium and attorneys for the scheme
Hofmeyr Herbstein & Gihwala Inc.
Legal advisers to SAIL
Cliffe Dekker
Independent financial adviser to SAIL
Deloitte & Touche
Date: 25/10/2004 04:10:58 PM
Produced by the JSE SENS Department
