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IMR Investments Limited - Opening of offer, details relating to the acquisition
and withdrawal of cautionary
IMR Investments Limited
trading as Conduit Capital
Registration number 1998/017351/06
(Incorporated in the Republic of South Africa)
Share code: IMR
ISIN: ZAE000044004
(`IMR` or `the company`)
OPENING OF OFFER, DETAILS RELATING TO THE ACQUISITION AND WITHDRAWAL OF
CAUTIONARY
INTRODUCTION
Shareholders are referred to the announcement dated 31 May 2005 relating to a
mandatory offer to IMR shareholders to acquire their shares at a price of 9
cents per share (`the offer`), the acquisition by the company of the entire
issued share capital of Marble Gold 213 (Proprietary) Limited (`the
acquisition`) and the change of name of the company to Conduit Capital Limited.
THE OFFER
An offer circular has been sent to shareholders today, 2 August 2005, and
accordingly the offer is now open.
The salient dates of the offer are set out below:
2005
Opening date of the offer (09h00) Tuesday, 2 August
Last day to trade Friday, 19 August
Shares trade `ex` the offer Monday, 22 August
Record date/closing date of the offer Friday, 26 August
(12h00)
Results of offer to be announced on SENS Monday, 29 August
Results of offer to be announced in the Tuesday, 30 August
press
CSDP or broker accounts to be updated and Within 5 business
credited on days of the
receipt of valid
acceptance of the
offer by the
transfer
secretaries
Cheques to be posted to certificated Within 5 business
shareholders who have accepted the offer days of receipt of
and submitted their documents of title the valid
before the closing date acceptance of the
offer
Notes:
* The above dates and times are subject to change. Any changes will be
released on SENS and published in the press.
* Shareholders may not dematerialise or rematerialise their shares between
the business day after the last day to trade and the record date, both days
inclusive.
* Dematerialised shareholders are required to notify their CSDP or broker of
the acceptance of the offer by the cutoff time stipulated by their CSDP or
broker in terms of their agreement with the CSDP or broker
DETAILS RELATING TO THE ACQUISITION
In terms of the acquisition, the company agreed to acquire the entire issued
share capital of Marble Gold 213 (Proprietary) Limited from Jason Druian and
Paul Diamond (`the vendors`) for a purchase consideration payable by the issue
of IMR shares at an issue price of 9 cents per share (`the issue price`).
The previous announcement stated that the issue price was the price at which IMR
shares were trading when the principal terms of the acquisition were agreed.
This statement was imprecise as the principal terms of the acquisition were
negotiated over a period and were not agreed on any particular date. For the
sake of clarity the issue price was not based on the price at which IMR shares
were trading on any particular date but was a price agreed between the vendors
and the company.
A circular to shareholders relating to the acquisition and the change of name of
the company to Conduit Capital is in the process of being approved by the JSE
and will be posted to shareholders in due course.
WITHDRAWAL OF CAUTIONARY
Shareholders are advised that there is no longer a need to exercise caution when
dealing in the company`s securities.
Melrose Arch
2 August 2005
Lead transaction sponsor and corporate advisor
Java Capital (Proprietary) Ltd
Joint sponsor
Merchant Sponsors
Date: 02/08/2005 05:47:13 PM
Produced by the JSE SENS Department
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