| Fri 25 Feb 2005, 16:55 | | Salient Dates Regarding The Mandatory Offer |
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Unitrans / Steinhoff - Salient Dates Regarding The Mandatory Offer
UNITRANS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1967/003403/06)
Share code: UTR ISIN: ZAE000007670
(`Unitrans`)
STEINHOFF INTERNATIONAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/003951/06)
Share code: SHF ISIN: ZAE000016176
(`Steinhoff`)
SALIENT DATES REGARDING THE MANDATORY OFFER BY STEINHOFF TO THE MINORITY
SHAREHOLDERS OF UNITRANS TO ACQUIRE ALL OR ANY OF THEIR UNITRANS SHARES
1. INTRODUCTION
In an announcement published on SENS on 13 January 2005 and in the press on 14
January 2005, shareholders of Steinhoff and Unitrans were informed that:
- pursuant to the Competition Authorities having approved the acquisition by
Steinhoff of 34 216 680 Unitrans shares from Murray
& Roberts Holdings Limited, Steinhoff`s shareholding in Unitrans had increased
to 60,8% of Unitrans` issued share capital; and
- accordingly, Steinhoff is obliged, in terms of the Securities Regulation Code
on Take-Overs and Mergers, to make an offer to Unitrans shareholders (other than
Steinhoff Africa Holdings (Proprietary) Limited) to acquire their Unitrans
shares for a cash consideration of
2 632 cents per Unitrans share (`the offer`).
2. SALIENT DATES
The salient dates regarding the offer are set out below:
2005
Circular to Unitrans shareholders posted to
Unitrans shareholders Friday, 25 February
Offer opens at 09:00 Friday, 25 February
Last day to trade Unitrans shares to qualify to
participate in the offer Friday, 11 March
Unitrans shares trade ex-offer Monday, 14 March
Record date to participate in the offer Friday, 18 March
Offer closes at 12:00 on (see note 3) Friday, 18 March
Payment of offer consideration to dematerialised
and certificated shareholders (see note 5) Tuesday, 22 March
Results of offer published on SENS on: Tuesday, 22 March
in the press on: Wednesday, 23 March
Notes:
1. The above dates and descriptions are as required by the Listings Requirements
of the JSE Securities Exchange South Africa. Any changes to the above dates and
times will be published on SENS and in the press. Steinhoff has reserved the
right to amend or waive various time limits. All times given in this circular
are local times in South Africa.
2. The Securities Regulation Code on Take-Overs and Mergers requires that the
offer remains open for at least 21 days.
3. Shareholders who have dematerialised their Unitrans shares are required to
notify their CSDP or broker, as the case may be, of their intention to accept
the offer in the manner and time stipulated in the agreement entered into
between such shareholders and their CSDP or broker.
4. Certificated Unitrans shareholders wishing to accept the offer are required
to complete the form of acceptance, surrender and transfer attached to the
circular in accordance with the instructions therein and return same to the
transfer secretaries to be received by no later than 12:00 on Friday, 18 March
2005.
5. The Unitrans share register will be amended and the offer consideration will
be posted or transferred, at the risk of the Unitrans shareholder concerned,
within five business days of the receipt of the form of acceptance, surrender
and transfer (duly and properly completed) and the documents of title by the
transfer secretaries (in respect of certificated Unitrans shareholders) and
receipt by the transfer secretaries of advice of acceptance from STRATE (in
respect of dematerialised Unitrans shareholders).
6. No dematerialisation or rematerialisation of Unitrans shares may take place
between Monday, 14 March 2005 and Friday, 18 March 2005, both dates inclusive.
3. CIRCULAR TO UNITRANS SHAREHOLDERS
A circular to Unitrans shareholders containing full details and the procedures
for acceptance of the offer was posted to Unitrans` shareholders on 25 February
2005.
Johannesburg
25 February 2005
Sponsor and corporate adviser to Steinhoff and sponsor to Unitrans
PSG CAPITAL
Independent adviser to Unitrans
ANDISA
Date: 25/02/2005 04:50:14 PM
Produced by the JSE SENS Department
