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UNITED SERVICE TECHNOLOGIES LIMITED - PLAN OF MERGER - CONFIRMATION OF THE
MERGER CONSIDERATION
UNITED SERVICE TECHNOLOGIES LIMITED
(Incorporated in the British Virgin Islands)
(International Business Company number 3896)
Share Code: USV ISIN: ZAE000012431
(`Uniserv`)
PLAN OF MERGER - CONFIRMATION OF THE MERGER CONSIDERATION
1. Introduction
Uniserv Shareholders are 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`).
Uniserv Shareholders are also referred to the announcement on the Securities
Exchange News Service on Thursday, 23 December 2004 in which Uniserv informed
its shareholders that it has exercised its Draw Down Rights (as described in the
Circular) and will pay the Merger Consideration (as described in the Circular)
to Merger Participants (as described in the Circular).
2. The Merger Consideration in Rand
Uniserv Shareholders are informed that the conversion of the Merger
Consideration from US$s to Rand has now been completed and that each Merger
Participant will receive a payment of R55.908241 per Uniserv share in terms of
the Plan of Merger (as described in the Circular) and in accordance with the
Important Dates and Times as set out below.
3. Important Dates and Times
2004
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 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) 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
30 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: 30/12/2004 07:00:09 AM
Produced by the JSE SENS Department
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