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Uniserv - Results Of The Plan Of Merger Meeting And Further Cautionary
Announcement
United Service Technologies Limited
(Incorporated in the British Virgin Islands (`BVI`)
(International Business Company number 3896)
Share code: USV ISIN: ZAE000012431
(`Uniserv`)
RESULTS OF THE PLAN OF MERGER MEETING AND FURTHER CAUTIONARY ANNOUNCEMENT
1. Results of the Plan of Merger meeting
Further to the circular posted to Uniserv Shareholders on Tuesday, 23 November
2004 (the `Circular`), Nedbank Capital is authorised to announce that the Plan
of Merger (as described in the Circular) between Supply Solutions Limited (`SS
Limited`) and Uniserv in terms of the International Business Companies Act 1984
(Cap 291) of the BVI (`Ordinance`), has been approved by the requisite number of
votes cast by Uniserv Shareholders present and voting at the Merger Meeting,
held on Wednesday, 15 December 2004 (as described in the Circular).
The Articles of Merger and Plan of Merger have been filed by Uniserv and SS
Limited with the Registrar of Corporate Affairs in the BVI (`Registrar`) in
terms of the Ordinance and will be registered by the Registrar in due course.
The Plan of Merger will become effective and operative once the Articles of
Merger have been registered by the Registrar in terms of the Ordinance,
whereupon the Registrar will issue a certificate of merger in terms of the
Ordinance, which is expected to take place before the close of business in the
BVI on 15 December 2004 but in any event by no later than Wednesday, 22 December
2004. Upon the effectiveness of the Plan of Merger and the non-exercise of the
Resolutive Condition, the only right of the Uniserv Shareholders (other than PTR
Holdings Inc.) will be the right to receive the Merger Consideration (as
described in the Circular).
Uniserv Shareholders are reminded of the following important dates and times:
If the Plan of Merger is implemented:
Last day to trade for Merger Participants
to be eligible to receive the
Merger Consideration on Thursday, 23 December 2004
Suspension of trading of Uniserv shares at
the commencement of business on Friday, 24 December 2004
Record date on which Merger Participants must
be recorded in the Register of Members in
order to receive the Merger Consideration
by the close of trade on the
JSE Securities Exchange South Africa on Friday, 31 December 2004
2. Further cautionary announcement
If the Articles of Merger are registered by the Registrar in terms of the
Ordinance and the Plan of Merger is implemented, upon written notification by
the Funders (as described in the Circular) to Uniserv given on or prior to 16:00
(New York time) on Friday, 28 January 2005, that the Funders` Entitlement (as
described in the Circular) is exercised, then (as described in the Circular):
* Uniserv will not pay the Merger Consideration to Merger Participants; and
* the Merger Shares will not be cancelled, and the provisions of the Plan of
Merger relating to the foregoing shall fall away and be of no further force or
effect and the Merger Participants shall retain their Merger Shares, with the
JSE Securities Exchange South Africa lifting the suspension of the listing of
the Merger Shares at the commencement of business on the following business day
(as described in the Circular).
Uniserv Shareholders are therefore required to exercise caution when dealing
in their Uniserv Shares until a further announcement is made regarding the
exercise or non-exercise of the Resolutive Condition.
Luxembourg
15 December 2004
Corporate Advisor and Transactional Sponsor
Nedbank Capital
Independent Financial Advisor
Absa Corporate & Merchant Bank
South African Attorneys
Webber Wentzel Bowens
Reporting Accountants and Auditors
Deloitte & Touche Chartered Accountants (SA)
Registered accountants and auditors
BVI Attorneys
Harneys
Date: 15/12/2004 01:13:05 PM
Produced by the JSE SENS Department
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