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Uniserv - Plan of Merger - Draw Down Rights and Cautionary Announcement
UNITED SERVICE TECHNOLOGIES LIMITED
(Incorporated in the British Virgin Islands (`BVI`))
(International Business Company number 3896)
Share code: USV ISIN: ZAE000012431
(`Uniserv` or the `Company`)
PLAN OF MERGER - DRAW DOWN RIGHTS AND CAUTIONARY ANNOUNCEMENT
1. Introduction
Uniserv Shareholders are referred to the announcement on the Securities
Exchange News Service on Friday, 17 December 2004 indicating the US$ price per
UTi Worldwide Inc. (`UTi`) share achieved through the closing of the public
offering. Uniserv Shareholders are also referred to the circular dated 23
November 2004 which was sent to Uniserv Shareholders and which set out an
Explanatory Statement regarding the Plan of Merger (`Circular`).
2. Resolutive Condition
Uniserv wishes to inform its shareholders that it has exercised its Draw Down
Rights (as described in the Circular) and will pay the Merger Consideration to
Merger Participants (as described in the Circular).
Accordingly, the Funders (as described in the Circular) are no longer entitled
to exercise the Resolutive Condition (as described in the Circular) and
therefore 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). The provisions of the Plan of Merger (as described in the Circular)
relating to the foregoing will be implemented as set out in the Amended
Important Dates and Times below.
3. Amended Important Dates and Times
2004
Last day to trade for Merger Participants to be
eligible to receive the Merger Consideration on Thursday, 23 December
Suspension of trading of Uniserv shares at the
commencement of business on Friday, 24 December
Merger Consideration in Rand is expected to be
announced by no later than the close of business on Thursday, 30 December
Record date on which Merger Participants must be
recorded in the register in order to receive the
Merger Consideration by the close of trade on
the JSE on Friday, 31 December
Payment or tender of the Merger Consideration
(as defined in the Circular) in Rand will be
made and held on behalf of and for the benefit
of the Merger Participants (whereupon the
Merger Shares (as defined in the Circular)
will be cancelled) five business days after
the Draw Down Date on Friday, 31 December
2005
* STRATE will in accordance with its Rules and
the JSE Listings Requirements, remit the Merger
Consideration in Rand to the CSDPs on Monday, 3 January
Thereupon Dematerialised Merger Participants will
have their accounts held at their CSDPs or
brokers credited with the Merger
Consideration in accordance with their
relevant mandates.
* Merger Consideration in Rand will in
accordance with the JSE Listings Requirements
be posted by the Transfer Agents to certificated
Merger Participants (if Documents of Title are
received on or prior to the payment date) on Monday, 3 January
or, failing receipt of Documents of Title on or
prior to the Payment Date, will be posted
within five Business Days of receipt thereof by
the Transfer Agents.
Termination of listing of the Uniserv shares on the
JSE will be at the commencement of business on the
first business day following the payment date and
is expected to be no later than Monday, 3 January
4. Cautionary Announcement
Uniserv Shareholders are advised to exercise caution when dealing in their
Uniserv Shares due to the uncertainties relating to the exchange rate which
Uniserv will realise through its conversion of the Merger Consideration from US$
to Rand.
This Announcement shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of Uniserv or UTi shares in any
jurisdiction in which the offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any such
jurisdiction.
23 December 2004
Luxembourg
Corporate Advisor and Transactional Sponsor
NEDBANK CAPITAL
Independent Financial Advisor
ABSA
Corporate & Merchant Bank
South African Attorneys
WEBBER WENTZEL BOWENS
Reporting Accountants and Auditors
Corporate Finance Division
Deloitte & Touche Chartered Accountants (SA)
Registered Accountants and Auditors
BVI Attorneys
HARNEYS
Date: 23/12/2004 09:00:12 AM
Produced by the JSE SENS Department
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