SAIL - Competition Tribunal Ruling And Revised Dates
SAIL Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1941/014601/06)
Share code: SIR
ISIN: ZAE000039962
(`SAIL`)
COMPETITION TRIBUNAL RULING AND REVISED DATES
1. INTRODUCTION
Further to the 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`), shareholders are
advised that the Competition Tribunal approved the transaction on 15 December
2004.
Consequently, all the conditions precedent to the transaction have now been
fulfilled.
2. REVISED SALIENT DATES AND TIMES
Last day to trade in order to participate in the Thursday, 23 December 2004
scheme
Suspension of listing of SAIL shares at the Friday, 24 December 2004
commencement of trading on
Record date (`consideration record date`) on which Friday, 31 December 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, 3 January 2005
of trading on
Scheme consideration posted to scheme participants Monday, 3 January 2005
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, 3 January 2005
have their accounts held at their Central
Securities Depositary Participant or broker
credited with the scheme consideration on
Termination of listing of SAIL shares on the JSE Tuesday, 4 January 2005
Securities Exchange South Africa at the
commencement of trading on
Note:
No dematerialisation or rematerialisation of SAIL shares will take place after
Thursday, 23 December 2004.
3. THE SCHEME CONSIDERATION
Shareholders are reminded that the consideration payable to Nedbank Limited
(`Nedbank`) and Luna Corporation (Proprietary) Limited (`Luna`) will be 40.48
cents in cash per share and the consideration payable to other SAIL shareholders
will be 42 cents in cash per share. In both instances, the consideration will
accrue interest at the prime rate less 4% from 1 September 2004 until the
operative date of the scheme, being 3 January 2005. The total interest charge
will amount to R1 694 171.01, which equates to 0.97136 cents per share payable
to Nedbank and Luna and 1.00783 cents per share payable to other SAIL
shareholders.
SAIL Group Limited
Midrand
15 December 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: 15/12/2004 12:35:10 PM
Produced by the JSE SENS Department
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